Genel Kurul Toplantı Tutanakları

MINUTES OF ORDINARY GENERAL ASSEMBLY
OF TURKIYE SISE VE CAM FABRIKALARI ANONIM SIRKETI,
HELD ON APRIL 15TH, 2011
The general meeting of Turkıye Sise ve Cam Fabrikaları Anonim Sirketi for the year 2010 was held on April 15th,
2011 at 03:00 P.M. in the company’s registered office, Is Kuleleri, Kule-3 34330 4.Levent/Istanbul, under the
supervision of the Ministry Commissioner, Mr. Nevzat Ozer, assigned by the Ministry of Industry and Trade,
Istanbul Provincial Industry and Trade Directorate’s letters dated 14.04.2011 and No: 222128.
Notice of meeting, as set out by the law and the Articles of Association and in the manner that will contain the
agenda, was made in due of time by means of announcement on Turkish Trade Registration Gazette dated
March 23rd, 2011 and No: 7778, the Turkish editions of Newspaper Dunya dated March 23rd, 2011 and No:
10573-9391, Newspaper Hurses dated March 23rd, 2011 and No: 11729, at Public Disclosure Platform and in our
Company’s website, and by stating the date and agenda of the meeting. Pursuant to Article 11 of the Capital
Markets Law, registered letter wasn’t further sent to our shareholders for calling to the General Meeting.
Upon the examination of the list of attendants, it was understood that from 114.400.000.000 shares
corresponding to the company’s total capital of 1.144.000.000 TL, 82.372.893.821 shares for a capital of
823.728.938,21 TL were represented in person, 2.779.658.804 shares for a capital of 27.796.588,04 TL were
represented by procuration and so total 85.152.552.625 shares were represented at the meeting and accordingly
the minimum quorum set out by the law and the Articles of Association was available, the meeting was started by
the Chairman of the Board of Directors-Managing Director, Prof. Dr. Ahmet Kırman and proceeded to discuss the
agenda.
1.
Elections of Prof. Dr. Ahmet Kırman, the Chairman of the Board of Directors and Managing Director as
the Council Chairman, Mr. Ertan Burhanettin Kantar as the Vote Collector and Mr. Ibrahim Babayigit as
the Clerk were accepted unanimously.
Authorization of presidency council for signing the minutes of General Meeting was accepted
unanimously.
2.
Reports of the Board of Directors and Auditing Board and the reports provided by the independent
auditors were read and discussed. (1.885.654.904 abstaining votes, 16.364.300 dissentive votes and
83.250.533.421 affirmative votes scrutinized.)
3.
2010 balance sheet and income statement accounts were analyzed and discussed. In consequence of
the voting, balance sheet and income statement accounts were accepted unanimously. Shareholders
were provided with information on related party transactions that were common and continuous.
4.
The matters of segregating our 2010 net consolidated accounted profit at the amount of 411.786.142 TL
presented at our 2010 consolidated balance sheet, issued according to the “Communiqué on Guidelines
Regarding Financial Reporting at Capital Market” No. 29 Serial: XI of the Capital Markets Board (CMB),
in the following way in accordance with the CMB’s arrangements regarding profit distribution and Article
29 of our Articles of Association,
Profit for the Period
Taxes Payable (-)
Net Profit for the Period
Primary Legal Reserve (-)
Total Dividend (-)
Extraordinary Reserve (-)
513.073.245
101.287.103
411.786.142
3.086.454
45.760.000
362.939.688
Distributing the gross dividend in cash at the amount of 45.760.000 TL corresponding to 4% of the
issued capital in the manner that 0,040 TL (4,00 %) will fall to per share at the nominal amount of 1 TL,
distributing gross dividend to our shareholders who aren’t subject to withholding as net without any
deductions, to pay 0,034 TL (3,40 %) to our shareholders who are subject to withholding after income tax
withholding is deducted from this amount as net and to distribute the dividend in cash on May 31st, 2011
were accepted unanimously.
5.
Approval of the Board Memberships of Zeynep Hansu Uçar, with T. R. Identification No: 34951517072,
resident in Ayazaga Oyak Sitesi 28/4 Ayazaga-Sisli/Istanbul, who was elected by the Board Resolution
dated 05.08.2010 and registered in 18.08.2010 in place of Mr. Özgün Çınar with T. R. Identification No:
25784080284, who resigned from the Board Membership and Dr. Tevfik Ates Kut, with T. R.
Identification No: 50887044512, resident in Ciftehavuzlar Kavaklı Sok. Park Apt. No: 20 D: 15
Caddebostan-Kadıkoy/Istanbul, who was elected by the Board Resolution dated 16.02.2011 and
registered in 07.03.2011 in place of Mr. Yılmaz Ertürk with T. R. Identification No: 32395755616, who
resigned from the Board Membership was accepted by majority of votes with 325.315.700 dissentive and
84.827.236.925 affirmative votes.
6.
In consequence of the voting performed severally, Board Members and auditing Board members were
discharged by majority of votes with 58.180.000 dissentive and 85.094.372.625 affirmative votes. Board
Members didn’t vote for their own discharge.
7.
Pursuant to Article 8 of the Articles of Association, the number of the members is determined as 9. For
fulfilling their duties for a period of three years as representing T. Is Bankası, election of all Board
Members as follows was accepted by majority of votes with 1.222.896.704 dissentive and
83.929.655.921 affirmative votes:
•
•
•
•
•
•
•
•
•
T.R. Identification No: 3040015222, Mr.Hakkı Ersin Özince,
Mimar Sinan Caddesi No: 28 Kemer Country Kemerburgaz/Istanbul
T.R. Identification No: 11599056422, Prof. Dr. Ahmet Kırman,
Zuhtupasa Mah. Kolej Sk. No. 12 Kalamıs Residence Kat. 15 D. 30 Fenerbahce-Kadıkoy/Istanbul
T.R. Identification No: 47659348602, Mr. Rıza Ihsan Kutlusoy,
Kanyon Apartmanları B Blok No: 11 Buyukdere Caddesi No: 185 Levent/Istanbul
T.R. Identification No:17297290210, Mr. Aydın Suha Önder
Ibrahimaga Konutları B2/Blok No: 46 Acıbadem/Istanbul
T.R. Identification No: 70555038070, Mr .Kadir Akgöz
Yeni Dostlar Sitesi A-20 Sarıyer/Istanbul
T.R. Identification No: 12529205286, Mr. Murat Bilgiç
Tibas Park Sitesi F/12 Acıbadem/Uskudar/Istanbul
T.R. Identification No: 50887044512, Dr. Tevfik Ateş Kut
Ciftehavuzlar Kavaklı Sok. Park Apt. No: 20 D: 15 Caddebostan-Kadıkoy/Istanbul
T.R. Identification No: 25517063188, Mrs. Alev Yaraman,
Cemil Topuzlu Cad. Beyaz Kosk Apt. No. 103 Kat. 4 Caddebostan-Kadıkoy/Istanbul
T.R. Identification No: 34951517072, Mrs. Zeynep Hansu Uçar
Ayazaga Oyak Sitesi 28/4 Ayazaga-Sisli/Istanbul
8.
After the information on the election of Mr. Volkan Kublay (T. R. Identification No: 49336407770) as the
Auditing Board Member in order to fulfil the duty term of Mr. Yunus Çoban (T. R. Identification No:
26497159182) who left Auditing Board Membership within the year was submitted to the General
Assembly; pursuant to Article 16 of the Company Articles of Association, elections of Velda Lafcıoglu
with T. R. Identification No: 18961888032 and Işıl Dadaylı with T. R. Identification No: 63190240656 for
serving for a period of one year until the Ordinary General Meeting to be held in 2012 were accepted by
majority of votes with 1.925.479.204 dissentive votes, 9.695.100 abstaining votes and 83.217.378.321
affirmative votes.
9.
Permission to the Board Members pursuant to Articles 334 and 335 of TCC was accepted by majority of
votes with 9.695.100 abstaining votes and 85.142.857.525 affirmative votes.
10.
Determination of the monthly wages of Board Members as gross 4.000 TL, authorization of the Board for
determining the financial rights of Managing Director were accepted by majority of votes with
260.000.000 dissentive votes, 9.695.100 abstaining votes and 84.882.857.525 affirmative votes.
11.
Monthly wages of Auditing Board Members to be gross 3.000 TL was accepted by majority of votes with
260.000.000 dissentive votes, 9.695.100 abstaining votes and 84.882.857.525 affirmative votes.
12.
Shareholders were provided with information regarding donations within the year. (1.902.019.204
abstaining votes and 83.250.533.421 affirmative votes were scrutinized.)
13.
Shareholders were provided with information regarding securities, pledges and mortgages in favour of
third parties.
VOTE COLLECTOR
ERTAN BURHANETTIN KANTAR
COUNCIL CHAIRMAN
Prof. Dr. AHMET KIRMAN
(signature)
(signature)
CLERK
IBRAHIM BABAYIGIT
COMMISSIONER
NEVZAT OZER
(signature)
(signature)
Türkiye Şişe ve Cam Fabrikaları A.Ş.
2010 Profit Distribution Statement (TL)
1.
2.
Issued Capital
Total Legal Reserves (According to Legal Records)
Information on privilege if there is any in profit distribution
pursuant to the Articles of Association
1.144.000.000
39.733.497
According to CMB
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Profit for the Period
Taxes Payable (-)
Net Profit for the Period (=)
Losses from Previous Years (-)
Primary Legal Reserves (-)
NET DISTRIBUTABLE PROFIT (=)
Donations within the year (+)
Net Distributable Profit for the Period with the Addition of
Donations which the First Dividend will be Calculated
First Dividend to Shareholders
- Cash
- Bonus Share
- Total
Dividend Distributed to Preference Share Owners
Dividend to Board Members, Employees etc.
Dividend Distributed to Dividend Share Owners
Second Dividend to Shareholders
Secondary Legal Reserves
Statutory Reserves
Special Reserves
EXTRAORDINARY RESERVES
Other Resources Intended for Distribution
- Retained Earnings
- Extraordinary Reserves
- Other Reserves Distributable Pursuant to Law and Articles of
Association
INFORMATION ON DIVIDEND RATIO DISTRIBUTED
513.073.245
(101.287.103)
411.786.142
(3.086.454)
408.699.688
668.831
1.144.000.000
39.733.497
According to Legal
Records (LR)
61.019.031
(289.950)
61.729.081
(3.086.454)
58.642.627 (*)
409.368.519
45.760.000
45.760.000
362.939.688
9.304.452
DETAILS ON DIVIDEND PER SHARE
GROUP
TOTAL DIVIDEND
AMOUNT (TL)
DIVIDEND PER SHARE WITH 1 TL NOMINAL
VALUE
AMOUNT (TL)
RATIO (%)
GROSS
TOTAL
45.760.000
0,040
4,00
NET
TOTAL
(**)
0,034
3,40
RATIO OF THE DISTRIBUTED DIVIDEND TO THE NET DISTRIBUTABLE PROFIT FOR THE PERIOD WITH
THE ADDITION OF DONATIONS
DIVIDEND AMOUNT
RATIO OF THE DIVIDEND AMOUNT DISTRIBUTED TO SHAREHOLDERS TO THE
DISTRIBUTED TO
NET DISTRIBUTABLE PROFIT FOR THE PERIOD WITH THE ADDITION OF
SHAREHOLDERS (TL)
DONATIONS (%)
45.760.000
11.18
(*)
3.578.175 TL of the net distributable profit for the period is the amount to be taken in special fund pursuant to the
Article 5/1-e of the Corporate Tax Law No: 5520 and is in non-distributable.