boyner büyük mağazacilik anoni̇m şi̇rketi̇ minutes of the annual

1
BOYNER BÜYÜK MAĞAZACILIK ANONİM ŞİRKETİ
MINUTES OF THE ANNUAL ORDINARY MEETING OF
THE GENERAL ASSEMBLY OF SHAREHOLDERS
HELD ON MARCH 29, 2007
The 2006 annual ordinary meeting of the General Assembly of
Shareholders of Boyner Büyük Mağazacılık Anonim Şirketi has been
held at the address of Altınyıldız Mensucat ve Konfeksiyon
Fabrikaları A.Ş., Değirmenbahçe Cad. No. 63 Yenibosna, Istanbul at
10:30 hrs on 29.03.2007, in presence and under supervision of Mr.
Mehmet Ali Köse, a Commissioner from Ministry, appointed with a
letter,
ref.
17376,
dated
29.03.2007,
of
the
Provincial
Directorate of Industry and Commerce.
The call for this General Assembly meeting, containing also the
meeting agenda, has, in strict compliance with the laws and the
Articles of Association, been published in edition 6762 of the
Turkish Trade Registry Gazette on 9.03.2007, and editions of
Referans and Dünya newspapers on 9.03.2007, and has further been
timely notified to shareholders by a letter showing the meeting
date and agenda delivered by hand to all holders of bearer shares
who have previously delivered their share certificates and
designated their notice address to the Company.
Upon understanding from the list of attendants that out of
92,070,000,000 shares corresponding to the Company's capital of
92,070,000 YTL, a total of 55,307,434,296 shares corresponding to
a capital of 55,370,343.30 YTL are represented in the meeting in
person, and thus, the minimum meeting quorum specified both in the
laws and in the articles of association is reached, the meeting is
opened by Mr. Vural Günal for discussion of the meeting agenda.
(1)
It is resolved by 55,307,390,820 affirmative majority votes
against 43,476 abstention votes of Zeynep Canpolat, representing
Melon Bank N.A., to elect Vural Günal as the Chairman, Lerzan
Boyner as the Vote-collector, and Neylan Dinler as the Secretary
of the meeting.
(2)
It is resolved in unanimity to authorize the Chairmanship
Committee to sign the meeting minutes in the name of the General
Assembly of Shareholders.
(3)
The Board of Directors' activity report and the audit report
and the Independent External Audit Report are read and discussed.
They are approved and accepted by 55,307,390,820 affirmative
majority votes against 43,476 abstention votes of Zeynep Canpolat,
representing Melon Bank N.A.
(4)
The balance sheet and the profit & loss statement are read
and discussed. Upon voting, the balance sheet and the profit &
loss statement are approved in unanimity.
Due to the losses of past years, it is resolved in unanimity not
to distribute the profit of 2006.
(5)
Upon voting, the directors are released in unanimity. Again
upon voting, the internal auditors are also released in unanimity.
2
(6)
It is resolved in unanimity to pay a gross yearly fee of
10,000 YTL to the independent members of the Board of Directors.
(7)
It is resolved in unanimity that the full number of members
of the Board of Directors be 9 (nine), and to elect Hasan Cem
Boyner and Lerzan Boyner, as well as Serdar Sunay and Remziye Aslı
Karadeniz nominated by BBA Beymen Boğaziçi Alboy Mağazacılık
Tekstil Sanayi ve Ticaret A.Ş., and Nazlı Ümit Boyner and Nur
Mehmet İnal nominated by Boyner Holding A.Ş., and Tuncay Toros
nominated by Altınyıldız Mensucat ve Konfeksiyon Fabrikaları A.Ş.,
and Vural Günal and Hakan Hanlı, as independent members, all
having accepted such appointment by written statement or by their
presence in the meeting, to the Board of Directors for a term of
office of 1 (one) year.
It is resolved in unanimity to elect Arzu Aytok Güller and
Gülseren Odabaşı, who are present in the meeting and have verbally
declared their candidacy, as the internal auditors of the Company
for a term of office of 3 (three) years.
(8)
It is resolved in unanimity to give the authorization and
permission to the Directors as specified in Articles 334 and 335
of the Turkish Commercial Code.
(9)
The Company's shareholders are informed about the donations
and gifts made during the year. Zeynep Canpolat, representative of
Melon Bank N.A., having 43,476 votes in total, declared that they
do not approve such donations and gifts.
Having no other agenda topic to be discussed, the meeting is
closed.
Ministry of Industry and Commerce
Commissioner
Mehmet Ali Köse
Vote-collector
Lerzan Boyner
Meeting Chairman
Vural Günal
Secretary
Neylan Dinler