boyner büyük mağazacilik anoni̇m şi̇rketi̇ minutes of the annual
Transkript
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