unanimus

2014 FINANCIAL YEAR ORDINARY GENERAL MEETING
PROCEEDINGS OF MCT DANIŞMANLIK ANONİM ŞİRKETİ ON 05.05.2015
Ordinary General Meeting of MCT Danışmanlık A.Ş. was held on 05.05.2015 at 10:00
AM, In trust of Ministry representative Hüseyin BAKIRCI appointed by Ministry of Customs
and Trade Provincial Directorate of Commerce in Istanbul with reference to 7650344 no.
letter dated 30.04.2015 at the address Yıldız Cd. Sungurlar İş Merkezi No:45-5 BeşiktaşISTANBUL.
During the Ordinary General Meeting held in compliance with Turkish Commercial
Code’s article 414, For which the meeting invitation was published in Turkish Commercial
Registry Gazette’s 16.04.2015 date, no.8802 issue on page 1228 covering meeting place, hour
of the meeting and agenda as stipulated in the relevant law and principal agreement, published
in Hürses Daily’s 11.04.2015 dated, no.13210 issue, on the 2. page as well, Invitation was
announced on Public Disclosure Platform (KAP) webpage including agenda on 10.04.2015
and separately notified to stakeholders by signature on 10.04.2015, the stakeholders attended
the meeting in person, Company auditor had attended the meeting and signed the list of
attendants.
Firstly the list of attendants was checked, it was seen that out of 5.141.000 shares in
correspondence to Company’s total equity of 5.141.000 TL, 4.162.425 shares equivalent to
4.162.425 TL of capital were personally present so the meeting was declared open by the
Chairman of the Executive Board Hamdi Alper UTKU and proceeded on with discussion of
the agenda.
Article 1Hamid Alper UTKU was chosen unanimously as the Council Chairman. Babek
AKHAVAN was chosen as vote collector and Tanyer SÖNMEZER as secretary member
upon council chairman’s proposal and demand upon unanimous vote.
Article 2The Board of Directors Activity Report and Audit Report along with the
Independent Audit Report
prepared by an Independent Auditing Firm regarding 2014 was read out loud and approved
unanimously.
Article 3Financial statements pertaining to 2014 were analysed and approved
unanimously.
Article 433% of profit share equivalent to gross 310.165 TL (1TL, per share:0.06 TL,
unpaid shared capital rate at 6%) and net 298.936 TL (1 TL, per share:0.0513 TL, unpaid
share capital rate at 5.13%) figured out by addition of 32.818 TL donation to 907.075 TL
distributable net profit of the period calculated as 907.075 TL is unanimously decided to be
reserved as first dividend to shareholders to be disbursed in specie and residual profit
equivalent to 5.311 TL to be reserved as extraordinary spare, 310.165 TL profit share to be
disbursed as first dividend to shareholders in remuneration for 2014 capital share coupons
until 21.05.2015 in the General Assembly meeting pertaining to 2014 financial year during
which proposal on distribution of profit was negotiated and the Board of Directors is deemed
liable to implement the transaction.
Article 5The partners were informed regarding the Company’s distribution of profit
margin policy for 2015 and onwards.
Article 6Transactions, operations and works of Board of Directors Members And
Auditor were individually granted discharge for fiscal year of 2014. Other partners who did
not vote on their behalf were granted discharge unanimously.
Article 7Information as to the Company’s 2014 donations was given and donation limit
for 2015 is set at 2.5% of total assets indicated in year-end balance sheet equivalent to
278.437 TL.
Article 8- A decision is made on to determine the number of the members of the board of
directors as 3 and Hamdi Alper UTKU, Tanyer SÖNMEZER, Erhan FERİDUN and Didem
TEKAY were elected to serve duty for 3 years.
Article 9- For the independent external auditing in 2015, Başaran-Nas Bağımsız Denetim and
S.M.M.M. Anonim Şirketi was determined by unanimous vote.
Article 10- The shareholders with managerial authority, board of directors members and their
spouses and second-degree relatives are allowed to transact business within the realm of
corporate action on behalf of company partners, affiliated companies, subsidiary companies in
person or as commission agent and to be partners as unlimited liable partners, engage in
Company and affiliates in business transactions which may cause conflict of interests
according to Turkish Commercial Code article no. 395 and 396.
Article 11 - Information regarding a trade relation in return for 235.000 TL with Eventus
Organizasyon Fuarcılık Tic. A.Ş. as affiliated party and 282.070 TL invoice in return for
service with MCT Yatırım Holding A.Ş. is submitted to General Assembly.
Article 12- The General Assembly is informed as to no warrant, deposit or mortgage is
procured in favor of third party persons.
Article 13Nobody expressed wishes and desires on their behalf. The chairman closed the
meeting
as there were no more agenda items left to be negotiated on. The Ordinary General Assembly
official report is issued as 5 (five) copies on electronic environment in the address indicated
above, in the presence of partners, read and signed. 05.05.2015 - 11:00 Beşiktaş/ İstanbul
Chairman of the
General Assembly
Council
Hamdi Alper UTKU
Secretary of the
Vote Collector
General Assembly BABEK AKHAVAN
Council
Tanyer SÖNMEZER
Ministry
Representative
Hüseyin BAKIRCI