Los servicios financieros de un fondo regional

4. General meetings

• The Company held its 2011 annual General Meeting on May 31, 2012 at 14:00, at the address: Organized Industrial Zone Sarı Cad. No: 29 Bursa.

• The invitation to the meeting, including the meeting agenda, has been made within due time as set out in the applicable legislation and the Company’s Articles of Association by being published in the Turkish Trade Registry Gazette issue 8065 dated May 10, 2012 and in Dünya and Bursa Hakimiyet newspapers, both dated May 10, 2012; the invitation was also posted on the Public Disclosure Platform as well as on the Company’s website, www.zorluenerji.com.tr. In order to facilitate participation in the General Meeting, the Company placed a general meeting notice in two national newspapers with high circulation, and also made all information related to the General Meeting, including the notice available on the Company website.

• The annual report, financial statements, the Articles of Association, and the General Meeting Information Document prepared in accordance with Capital Markets Board regulations were made available for the review of shareholders prior to the General Meeting, at the Company’s headquarters and at the address Zorlu Plaza 34310 Avcılar/Istanbul. All this information was also published on the corporate website together with the General Meeting announcement and the agenda.

• Neither the shareholders, the Capital Markets Board nor any related public companies and institutions proposed items to be included in the agenda prior to the General Meeting.

• Out of 28,166,535,000 shares corresponding to the Company’s total capitalization of TL 281,665,350, 18,316,188,743 shares representing TL 183,161,887.43 in capital were present in person, and 7,203,800 shares representing TL 72,038.00 in capital were present in proxy at the General Meeting. Accordingly, the meeting quorum as set forth by law and the Company’s Articles of Association was present.

• The Company’s Articles of Association contain no provisions regarding the participation of stakeholders and media members at the General Meeting. However, their participation is allowed as long as the Company is notified in advance. No stakeholders or media members attended the Company’s 2011 General Meeting. • Shareholders were allowed to direct questions during the General Meeting, and all questions posed by

shareholders were answered in detail. Shareholders introduced no motions during the meeting.

• At the General Meeting, the shareholders were informed about the donations, totaling TL 3,217,336, made to Mehmet Zorlu Foundation and various educational institutes in 2011. The Company’s “Donation and Charity Policy,” prepared in accordance with CMB’s Corporate Governance Principles, was submitted for the approval of shareholders as a separate agenda item at the 2011 General Meeting.

• The minutes of General Meetings are made available for the review of shareholders at the Company’s own headquarters and at the address Zorlu Plaza 34310 Avcılar/Istanbul. Additionally, all announcements, documents, and other materials related to General Meetings are accessible to shareholders and to all other stakeholders on the Company’s website.

5. voting rights and minority rights

• Each share entitles the holder to one (1) voting right at the Ordinary and Extraordinary General Meetings. There are no cross-ownership relationships between the companies.

• As per the Company’s Articles of Association, minority rights can be exercised by shareholders representing at least one-twentieth of the Company’s paid-in capital.

• Minority shareholders and stakeholders are not represented in the management. However, two independent members serve on the Board of Directors to ensure equal representation of minority shareholders primarily, and of all shareholders and stakeholders.

6. dividend right

• The Company’s shares provide no privileges concerning distribution of profits. Each share of stock is entitled to an equal dividend.

• The Company’s Dividend Distribution Policy is presented to the shareholders each year as a separate agenda item at General Meetings, and also announced to the public on the Company website as well as in annual reports.

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• At the 2011 General Meeting convened on May 31, 2012, the shareholders were informed that the Company will continue to implement the dividend distribution policy set out by the Board of Directors decision dated May 7, 2007 and numbered 2007/9 that reads as follows: “The Company will distribute dividends that are equal to minimum twenty-five percent of the attributable profit in cash or in the form of bonus shares to the shareholders in 2007 and in subsequent years, in line with the provisions of the Articles of Association. The amount of dividends to be distributed shall be proposed depending on national and global economic conditions and the Company’s growth plan by the Board of Directors each year at the General Meeting.” • Since the 2011 consolidated financial statements drawn up in accordance with the “Communiqué on the Principles of Financial Reporting in Capital Markets” (Serial XI No: 29) show loss although the financial statements drawn up in accordance with the “Tax Procedure Law” show profit, it was decided at the 2011 General Meeting that no profits be distributed; hence, no profit distribution took place.

7. transfer of shares

• The Company operates in a regulated market; therefore, in order to comply with the requirements of the laws and regulations imposed by the Energy Market Regulatory Authority (EMRA), Article 21 of the Company’s Articles of Association states, “Any transfer of at least 5% of the company’s registered shares requires the consent of the Energy Market Regulatory Authority (EMRA), pursuant to Article 6 of these articles of association and in line with EMRA regulations.” And, “The transfer of the company’s shares is unrestricted, provided that it complies with the provisions set forth in the Turkish Commercial Code, the Capital Market Law, the EMRA Law and relevant regulations, as well as these Articles of Association.”

• Article 6, subparagraph 9 of the Articles of Association states: “Approval will be obtained from EMRA for and whenever any natural or legal entity directly or indirectly acquires shares representing five percent or more of the Company’s capital and shares acquisitions causing the shares held by any shareholder to exceed five percent of the corporate capital and/or stock transfer causing the stocks held by any stockholder to drop below the aforementioned rates. This provision also applies to voting right acquisition.”

Part ii- PuBlic disclosurE and transParEncY 8. disclosure policy

• The Company’s public disclosure policy was formulated in 2005 in accordance with the CMB’s Corporate Governance Principles. The disclosure policy was revised and publicly disclosed on August 25, 2009 by being published in the Istanbul Stock Exchange Daily Bulletin and on the Company’s website (www.zorluenerji.com.tr). • The issues addressed by the Company’s public disclosure policy are outlined below:

• Ensuring that public disclosures are made in a complete, fair, accurate, timely, comprehensible manner and are made equally and easily accessible to all;

• Designation of the individuals authorized to manage the development, implementation and improvement of the disclosure policy, and the authorized persons for making public disclosures;

• Determination of the methods and tools of disclosure;

• Public disclosure of financial reports and designation of authorized individuals; • Public disclosure of material events and designation of authorized individuals;

• Written/verbal statements-press releases/conferences and designation of authorized persons to make public disclosures;

• Disclosure of forward-looking information; • Prohibited disclosure/quiet period; • The website;

• Following up on news, rumors, and speculations;

• Establishing the criteria used in the designation of individuals with administrative responsibility; • Confidentiality protection procedure for internal information.

The Board of Directors is responsible for the implementation, development and oversight of the Company’s Disclosure Policy. The monitoring and follow-up of all issues relating to public disclosure is under the responsibility of executives in charge of financial management and reporting, and the Investor Relations Unit. These executives perform their duties in close cooperation with Corporate Governance Committee, Audit Committee and Board of Directors.

CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE REPORT

9. the Corporate Website and its Content

• The Company has an easily accessible and active website. The website was created to inform shareholders, stakeholders, and the public in general in a clear, comprehensible and timely manner. The information on the Company’s website is regularly updated.

• The website covers the main information listed in Article 2.2.2 of Section II of CMB’s Corporate Governance Principles.

• There is also an English language version of the website for the use of foreign investors. • The corporate website is accessible at the address www.zorluenerji.com.tr.

10. Annual report

• The annual report covers the main information listed in Article 2.3.2 of Section II of CMB’s Corporate Governance Principles.

Part iii- stakEholdErs