minutes of the ordinary meeting held by the general

MINUTES OF THE ORDINARY MEETING HELD BY THE GENERAL ASSEMBLY
OF ECZACIBAŞI YAPI GEREÇLERİ SANAYİ VE TİCARET ANONİM ŞİRKETİ
ON 06 MAY 2011
General Assembly of Eczacıbaşı Yapı Gereçleri San. ve Tic. Anonim Şirketi held an ordinary
meeting to review this company’s business activities in fiscal year 2010 at Hyatt Regency,
Taşkışla Cad., Taksim, Istanbul on 06 May 2011; the meeting was started at 11:00 a.m. and
was supervised by Ms. Ceyda Çalık of the Ministry of Industry and Trade who was appointed
for this meeting under the order dated 05.05.2011 no. 27963 by Istanbul Area Directorate of
said ministry.
Invitation to this meeting, including its agenda, was published in the Turkish Business
Registration Journal dated 19.04.2011 issue no. 7797, daily newspaper Dünya dated
16.04.2011 issue no. 10573–9412, and daily newspaper Hürses dated 16.04.2011 issue no.
11753 in accordance with the applicable law and this company’s Articles of Association.
A list of the shareholders present at the meeting was made and proved that out of the total
11,283,090,000 shares comprising this company’ capital of TL 112,830,900 (one hundred
twelve million eight hundred thirty thousand nine hundred Turkish Lira), 10,166,204,737
shares were represented in person, so that it was noted that the minimum quorum was present
and Mr. Ferit Bülent Eczacıbaşı started the meeting to proceed.
1) It was unanimously resolved that Zülkif Fehmi Özalp be elected chairman of the meeting,
Erkan Durusoy be elected vote collector and Şükrü Işık be elected secretary of the meeting,
and that this meeting board be authorized to sign the meeting minutes.
2) Annual Report issued by the Board of Directors for fiscal year 2010 was reviewed and
discussed, and it was approved by unanimous vote.
3) Audit reports issued by the Board of Auditors and an independent auditing company were
reviewed and discussed, and they were approved by unanimous vote.
4) Balance sheet and profit/loss statements for fiscal year 2010 were reviewed and discussed,
and they were approved by unanimous vote.
5) It was unanimously resolved that the appointment of Levent Giray by the Board of
Directors to the vacant position in the Board of Directors under Section 315 of the Turkish
Commercial Law be approved.
6) The activities performed by the Board of Directors in fiscal year 2010 were reviewed,
members of the Board of Directors were not allowed to vote for absolving their own
activities, and it was unanimously resolved that the Board of Directors be absolved for the
activities in question.
7) The tasks performed by the Board of Auditors in fiscal year 2010 were reviewed, and it
was unanimously resolved that the Board of Auditors be absolved for the activities in
question.
8) Upon suggestions, it was unanimously resolved that the persons identified below be elected
members of the Board of Directors for an office term of one year and that no remuneration be
paid to them for their positions:
–Ferit Bülent Eczacıbaşı, residing at Köybaşı Cad. Kirazlıbağlar Sok. No.22, Yeniköy,
Istanbul, expressing his nomination in verbal form, for Eczacıbaşı Holding A.Ş., whose
Turkish personal identity number is 22070203624;
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–Osman Erdal Karamercan, residing at Zekeriyaköy Yaprak Mah. 12. Cad. No.3, Sarıyer,
Istanbul, expressing his nomination in verbal form, for Eczacıbaşı Holding A.Ş., whose
Turkish personal identity number is 54172081930;
–Mustafa Sacit Basmacı, residing at Bellevue Residences, Nispetiye Mah. Aydın Sok. No.9,
D Blok, D. 102, Beşiktaş, Istanbul, expressing his nomination in verbal form, for Eczacıbaşı
Yatırım Holding Ortaklığı A.Ş., whose Turkish personal identity number is 31843214668;
–Hüsamettin Onanç, residing at Kemercountry Çoban Yıldızı Yolu No.30, Kemerburgaz,
Istanbul, expressing his nomination in verbal form, for Intema Inşaat ve Tesisat Malz. Yat.
Paz. A.Ş., whose Turkish personal identity number is 41011510744;
–Levent Giray, residing at Akatlar Mah. Öztürk Sok. Maya Sitesi 7A-18, Levent, Istanbul,
expressing his nomination in a letter attested by 48th Notary Public of Beyoğlu on 05.05.2011
with attestation reference no. 71703, for Eczacıbaşı Yatırım Holding Ortaklığı A.Ş., whose
Turkish personal identity number is 46786303928;
–Ahmet Tahsin Yamaner, residing at Ömerli, Kasaba Evleri, Kamelya Sok. No.10, Ümraniye,
Istanbul, expressing his nomination in a letter attested by 48th Notary Public of Beyoğlu on
05.05.2011 with attestation reference no. 71702, for Intema Inşaat ve Tesisat Malz. Yat. Paz.
A.Ş., whose Turkish personal identity number is 34618715544;
–Atalay Muharrem Gümrah, residing at Istanbul Cad. Göktürk Merkez Mah. Kemer Rose
Residence No. 75/76, Kemerburgaz, Istanbul, expressing his nomination in verbal form, for
Intema Inşaat ve Tesisat Malz. Yat. Paz. A.Ş., whose Turkish personal identity number is
25756813254.
9) It was unanimously resolved that the persons identified below be elected members of the
Board of Auditors for an office term of one year and that no remuneration be paid to them for
their positions:
–Tayfun İçten, residing at Büyükdere Cad. No. 185 Kat 23, Levent, Istanbul, whose Turkish
personal identity number is 17545074014;
–Bülent Avcı, residing at Büyükdere Cad. No. 185 Kat 23, Levent, Istanbul, whose Turkish
personal identity number is 21980163202.
10) It was unanimously resolved that DRT Bağımsız Denetim ve Serbest Muhasebeci Mali
Müşavirlik A.Ş. be appointed independent auditor to audit the business activities and accounts
of this company for fiscal year 2011 under Article 14 of the Capital Market Independent
Auditing Regulation issued by the Capital Market Board.
11) Information was given to the shareholders about the donations made within the year.
12) Information was given to the shareholders about the guarantees, pledges and mortgages
given and allowed by this company under the regulations of the Capital Market Board.
13) It was unanimously resolved that articles 3, 6, 7 and 17 of this company’s Articles of
Association be amended as follows:
AMENDED TEXT
Article 3 – BUSINESS OBJECTIVES
This company targets to manufacture, outsource, purchase, install and market plumbing
fixtures, reservoirs, fittings, tiles and ceramics from all kinds of ceramic, plastic, marble,
wood or other materials; all kinds of fixtures and accessories from various metals and plastic
materials; technical materials, apparatuses, heating, steam or gas armatures, valves and
accessories, all kinds of bathtubs, shower stalls, compact shower units and systems, massage
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shower systems, products for spas, shower cabins, kitchen and bathroom cupboards, various
supplementary products, metal household or office furniture, bathroom materials and
accessories, furniture accessories and materials, and raw materials and semi-finished materials
for the products described above.
This company also targets to manufacture, outsource, purchase and sell machines, motors,
tools, materials and spare parts for the business objectives described above.
To achieve its business objectives described above, this company might:
a) Act in partnership with companies involved in similar industries, especially power
generation, distribution or marketing companies; purchase treasury bonds, other public bonds
and private sector bonds, provided that this company will neither act as a stock broker nor
operate stock portfolios; sell or pledge its own shares and bonds to third parties subject to the
rules set by the Capital Market Board;
b) Start and run factories, workshops, stores and similar facilities; invest abroad and perform
manufacturing, sales and marketing business abroad; form all kinds of partnerships with
foreign real persons and legal persons; enter into joint venture agreements with such persons;
perform all kinds of financial, commercial or management operations to achieve its business
objectives; undertake obligations towards public or private sector offices, institutions and
businesses; provide after-sale services for the products it sells, and to perform all kinds of
transactions and operations to achieve its business objectives;
c) Enter into know-how or license agreements for its business objectives; export and import;
act as a representative, dealer or agent of domestic or foreign persons or businesses; appoint
domestic or foreign persons or businesses as its representative, dealer or agent; provide
consulting services at domestic or international level;
d) Acquire immovable properties and movable assets (including ships, aircraft and
helicopters) to achieve its business objectives and exploit such properties and assets in any
way subject to the rules set by the Capital Market Board;
e) Borrow loans and credits from banks, financial institutions or other lenders without a
guarantee or against any mortgages, pledges or other guarantees against its immovable
properties and movable assets subject to the rules set by the Capital Market Board;
f) Accept mortgages, pledges or other guarantees against immovable properties and movable
assets owned by third parties as guarantee for its rights and receivables; allow mortgages,
pledges or other guarantees to be registered against its own immovable properties and
movable assets; ensure such mortgages, pledges and guarantees to be registered and such
registers to be deleted; act as a guarantor or surety for its business activities or for its
affiliates; accept guarantees given by third parties, all subject to the rules set by the Capital
Market Board;
g) Acquire patents, franchises and trademarks for its business activities; ensure the same to be
registered; exploit the same, rent the same or acquire rights of the same;
h) Sell the immovable or movable assets given as guarantee to it for its rights and receivables
if it has to acquire the same;
ı) Prospect all kinds of metals; obtain licenses to prospect or operate mines and quarries;
extract materials from such mines and quarries; exploit the same; build facilities aboveground
and underground to operate and exploit such mines and quarries;
i) Make donations to social foundations, societies, universities and similar institutions subject
to the rules set by the Capital Market Board;
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j) Perform all kinds of research and development activities for its business objectives
described above; provide third parties with consulting services; acquire, transfer, assign, rent
or sell all kinds of patents, industrial designs, utility models, intellectual property rights and
industrial property rights for its business activities.
k) Giving guarantees in its name or in favor of third parties or allowing mortgages, pledges,
etc. against this company’s assets will be subject to the Capital Market laws and regulations.
If any business objective or activity other than the ones described above is found desirable,
the Board of Directors will suggest it to the General Assembly, and this company will be
entitled to perform such objective or activity if and when the General Assembly approves
such suggestion. Since such objective or activity will require to amend these Articles of
Association, permissions will be obtained from the Ministry of Industry and Trade and from
the Capital Market Board under the applicable or future laws and regulations for such
amendment.
Article 6 – REGISTERED CAPITAL
This company adopted the registered capital system in accordance with the Capital Market
Law and obtained the permission no. 540 on 22.04.1996 from the Capital Market Board to
employ said system. The registered capital of this company is TL 300,000,000 (three hundred
million Turkish Lira) divided into 30,000,000,000 shares having a value of 1 (one) kurus per
share. The value per share was originally 1,000 (one thousand) old Turkish Lira before it was
re-denominated as 1 (one) new kurus under the law no. 5274. Said re-denomination caused
the total number of shares to decrease, so that each set of 10 shares worth TL 1,000 each was
replaced with a share worth 1 new kurus. The shareholders reserve the rights they own with
regard to said re-domination.
Council of Ministers passed the decree no. 2007/11963 under the Law on Turkish Currency
no. 5083 published in the Official Gazette dated 31 January 2004, said decree was published
in the Official Gazette dated 4 April 2007 to delete the word “New” from the names New
Turkish Lira and New Turkish Kurus as from 1 January 2009.
The term Turkish Lira used in these Articles of Association refers to the meaning described in
the above mentioned decree.
Shares of this company’s capital are monitored from the records.
Maximum capital limit permitted by the Capital Market Board is valid for five years from
2011 to 2015. Even if this company fails to reach the maximum capital limit in question at the
end of 2015, it must obtain a permission from the Capital Market Board for the same or a
different maximum capital limit in order to enable the Board of Directors to resolve to
increase the capital after 2015. If no such permission is obtained, this company will be
considered to have quit the registered capital system.
This company’s share capital is TL 112,830,900 (one hundred twelve million eight hundred
thirty thousand nine hundred Turkish Lira) divided into 10,000,000,000 bearer share
certificates and 1,283,090,000 registered share certificates worth 1 (one) Kurus each. TL
100,000,000 of this capital was paid up.
The increased portion of TL 12,830,900 of this capital was paid from the merger with Vitra
Küvet San. ve Tic. A.Ş., said merger was made by taking over all the assets and liabilities
shown in said company’s balance sheet dated 31.12.2008 in accordance with Section 451 of
the Turkish Commercial Law, sections 18 to 20 of the Corporate Tax Law, and the Capital
Market legislation, and said assets and liabilities were assessed by the experts appointed by
Istanbul 9th Court of Commerce under its case file no. 2009/1000 D. Iş in their assessment
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report dated 27.04.2009. The above mentioned assets were added as registered shares in this
company’s capital for the shareholders of Vitra Küvet San. ve Tic. A.Ş.
Board of Directors is authorized to increase the capital by issuing registered or bearer paid or
bonus shares up to the maximum registered capital limit and in accordance with the Capital
Market Law any times between 2011 and 2015. Board of Directors is also authorized to issue
shares above their face values and to restrict the shareholder’s right to purchase such new
shares.
No new shares will be issued until the existing shares are sold and paid up. Board of Directors
is authorized to issue shares at a face value of 1 (one) Kurus or its multiplies.
The present shareholding structure of this company is as follows:
Shareholder
Eczacıbaşı Holding A.Ş.
Intema Inşaat ve Tesisat Malzemelei San. ve Tic.
A.Ş.
Eczacıbaşı Yatırım Holding A.Ş.
Kale Seramik A.Ş.
Others (public)
Ferit Bülent Eczacıbaşı
Rahmi Faruk Eczacıbaşı
EIS Eczacıbaşı İlaç San. ve Tic. A.Ş.
Yapı-İş Emlak ve İnşaat A.Ş.
Total
Number of shares
7,893,717,992
618,750,000
Value of shares (TL)
78,937,179.92
6,187,500.00
845,533,495
1,201,336
1,923,806,292
30,037
30,037
15,646
5,165
11,283,090,000
8,455,334.95
12,013.36
19,238,062.92
300.37
300.37
156.46
51.65
112,830.900.00
Article 7 – TRANSFER OF SHARES
Shares worth TL 100,000,000.00 of the share capital of this company are bearer share
certificates. Shares worth TL 12,830,900.00 of the capital are the shares distributed to the
shareholders of Vitra Küvet San. ve Tic. A.Ş. taken over under Article 6 of this company’s
Articles of Association and will remain bearer share certificates for two years as from the date
of merger.
Bearer share certificates can be converted into registered share certificates upon a demand by
a shareholder subject to a resolution by the Board of Directors.
Article 17- MANAGEMENT AND REPRESENTATION POWERS
Board of Directors, executive member(s) of the Board of Directors and other authorized
persons are authorized to manage, represent and bind this company, including to perform all
kinds of ordinary or extraordinary transactions and exploits; to appoint representatives,
proxies, officers, servants and workers and to dismiss the same; to star branches, dealerships,
representation offices, other offices and liaison office; to appoint advising committees; to
purchase immovable properties and to donate, transfer or waive such properties; to own all
kinds of real or personal rights on such properties, to ensure such rights to be registered, such
ensure such registers to be deleted, to accept or give real or personal guarantees, and to
undertake debts or other obligations subject to the rules set by the Capital Market Board.
Board of Directors or executive member(s) thereof are authorized to make peace, arbitration
and release agreements.
This company is represented and bound by its Board of Directors. Board of Directors is
authorized to transfer some or all of its powers to third parties.
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Board of Directors is authorized to create all kinds of departments within this company, to
change the same, to cancel the same, to assign this power to management executives and to
cancel such assignment.
14) It was unanimously resolved that the members of the Board of Directors be granted the
powers described in sections 334 and 335 of the Turkish Commercial Law.
15) There being no further business to discuss, the meeting was closed.
MINISTRY OF INDUSTRY AND TRADE
SUPERVISOR
Ceyda Çalık
(signed)
MEETING CHAIRMAN
VOTE COLLECTOR
Erkan Durusoy
(signed)
MEETING SECRETARY
Şükrü Işık
(signed)
Zülkif Fehmi Özalp
(signed)