1- Mr. Cenk ALPER, as the chairman of the Company and according to Internal Directive to Working Principal and Procedure of General Assembly. Mr. Reşat ORUÇ was appointed as clerk, Mr. Şerafettin KARAKIŞ and Mr. Makoto HASHIMOTO was appointed as vote collectors by Chairman and thus the Chair of Meeting was formed.
Additionally, Mrs. Müberra Gül Solak, Plant Controling and Accounting Manager of the Company, who has Certificate for Electronic General Assembly Meeting System issued by Central Registry Agency was appointed by the Chairman to use Electronic General Assembly System.
The Chairman of the meeting explained to the General Assembly that the representatives are representing the shares of 101.417.200 with a nominal value of 1.014.172-TL
The agenda items were discussed as mentioned in the announcement as there was no demand for changing the discussion sequence of the agenda items.
2- The Annual Report of Board was accepted as read as the relevant motion submitted to the Chair of Meeting was accepted by the unanimous vote of the participants. The Annual Report issued by the Board of Directors was discussed.
3- The Audit Report was accepted as read as the relevant motion submitted was accepted by the unanimous vote of the participants.
4- Financial Statements for the fiscal year 2018 were accepted as read as the relevant motion submitted to the chair of meeting was accepted by the unanimous vote of the participants. Financial Statements were discussed. Upon voting, Financial Statements were approved by the unanimous vote of the participants.
5- In this item, the Chairman stated that the voting right arising from the shares the members of board owned were not taken into account; upon voting, the members of board were released for their activities in 2018 by the unanimous vote of the participants.
6- In consequence of that the motion submitted to the chair of meeting was accepted by the unanimous vote of the participants, pursuant to the resolution dated 20.02.2019 numbered 2019/09 included in Annual Report issued by Board of Directors regarding to the distribution of CMB profit of the fiscal year 2018 ;
The company made a "Profit Before Tax" in the amount of TL 94.066.908,08 according to the financial statements for the period of 01.01.2018-31.12.2018 which are prepared in compliance with the Turkish Accounting Standards pursuant to "Communiqué About Guidelines For Financial Reporting in Capital Market" Serial No II, Article No 14.1 of Capital Markets Board, and are audited by KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
In accordance with Article 28 of the Articles of Association and pursuant to the communiqués of the CMB, the remaining 93.393.529,15-TL Distributable Period Profit after deducting the General Legal Reserve (1st Order) and Legal Obligations, is an additional source of strengthening the financial structure of our Company and financing of investments. the unanimous decision of the participants to be allocated as Extraordinary Reserves.
7- In consequence of that the motion submitted to the Chair of Meeting is accepted by the unanimous vote of the participants in accordance with the recommendation of Auditing Committee and Board of Directors, and pursuant to the Turkish Commercial Code 6102 and Capital Markets Board 6362; KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirket was appointed to audit the financial reports of the fiscal year 2018 and to conduct other activities defined in these codes.
8- Shareholders were informed of that donation equal to TL 697.479 was made in 2018.
9- In consequence of that the motion submitted to the Chair of Meeting is accepted by the majority vote of the participants, it was resolved that the limit of donations to be made for the fiscal year 2019 is 5% (five percent) of net profit.
10- As a result of the unanimous adoption of the proposal submitted to the Presidency of the Meeting, the amendment text of the Articles of Association was counted as read. Article 4 of the Articles of Association, the Capital Markets Board 27.02.2019 date and 29833736-110.03.03-E.3174 Commerce Ministry General Directorate of Domestic Trade date 13.03.2019 and numbered 42522185 permission letter written below in accordance with the approved changes to text as well as the new text and the new text was agreed unanimously.
NEW WORDING
OPERATIONAL PURPOSE AND LINE OF BUSINESS
Article: 4 – The operational purpose and line of business of the Company covers the acquisition and production of, including, but not limited to, all types of inner and outer tyres, shoe products, resins, natural and artificial rubber parts including rubber belts and chemical materials, rubber replacement materials, the materials bearing rubber qualities or used for the same purposes, and the materials partially or wholly made of rubber; performance and provision of wheel coating works and services, and rendering trading and services related with any kind of other products, spare parts and accessories related to automotive industry.
The Company may particularly perform, including, without limitation, the following activities in order to achieve its operational purposes specified above:
a) To purchase, import and produce the machinery spare parts and components related with its line of business;
b) To perform importation, exportation and domestic trade of the raw materials, auxiliary materials, semi-finished products and finished products related with its line of business;
c) To obtain the permits, concessions, licenses, and patents related with its operational purpose and line of business, to assign them to others in part or as a whole, to acquire those belonging to others, and to execute Know-How agreements;
d) To take out short-, medium-, and long-term loans from local and foreign markets, to receive endorsement loans and guarantee credits, to put lien on the Company's real properties when required, and to issue debentures;
e) To acquire, operate, lease, rent, and, if required, purchase and sell any kind of movable and immovable properties and incorporeal rights related with its operational purposes and line of business; to establish and register mortgages on any movable and immovable properties of the third parties in favour of the Company or to acquire any kind of rights on such properties;
f) To be engaged in distribution, representation, commissioning, and agency activities related with its line of business, to give franchises, to establish organizations in relation thereof, to participate in such organizations, or to work as a partner in relation thereof; the Company may also assume the representation and agency of insurance companies.
g) The Company is qualified and authorized to perform any kind of financial, commercial, and administrative dispositions and activities, to incorporate companies and to participate in the companies already established for achievement of its operational purpose and line of business.
h) The principles determined in accordance with the Capital Market Legislation shall apply for establishment of securities, sureties, collaterals, or right of lien including mortgage, etc. in favour of the Company and the third parties.
i) The Company may provide any support and assistance for and make any donations to the foundations and societies established for social purposes, educational institutions, universities, and any other persons, entities and institutions within the framework of the Capital Market Legislation; and it may become members of such foundations and societies.
j) The company may set up personnel certification units to perform personnel certification services according to national and/or international standards, a quality management system for personnel certification and may carries out assessment and evaluation procedures for examination and certification purposes. Company can conduct assessment and evaluation procedures for examination and certification purposes and can provide consultancy services to third parties/ institutions/organizations about personnel certification. Company can join the activities of non-governmental organizations which is established for this purpose.
11- It was resolved by the majority vote of the participants that the Chairman and Members of Board are authorized to take transactions as set out in the Articles 395 and 396 of Turkish Commercial Code.