activity report during 2016 for the company pertaining to the company titled eczacibaŞi yatirim...

ACTIVITY REPORT DURING 2016

FOR THE COMPANY TITLED

ECZACIBAŞI YATIRIM HOLDİNG

ORTAKLIĞI ANONİM ŞİRKETİ

http://www.eczacibasi.com.tr/ [email protected]

CONTENTS

1.INTRODUCTION

 Board of Directors and Committees

 Amendments in Articles of Association

 Profit Distribution Details

 Company Overview and Summary Financial Details

 Graphical Comparison of Last Four-Year Financial Results

2. STUDIES

 Brief details about our Affiliates We Have More than 10 % of their Capital

- E-Kart Elektronik Kart Sistemleri Sanayi ve Ticaret A.Ş

- EİS Eczacıbaşı İlaç, Sınai ve Finansal Yatırımlar San. ve Tic. A.Ş.

- İntema İnşaat ve Tesisat Malzemeleri Yatırım ve Pazarlama A.Ş.

- Kaynak Tekniği Sanayi ve Ticaret A.Ş.

- Eczacıbaşı Holding A.Ş.

- Eczacıbaşı Yatırım Ortaklığı A.Ş.

 Management Studies

 Notes on Main Elements of Internal Audit and Risk Management Systems of the Group

 Report by Affiliated Company

 Profit Distribution Table

3. CORPORATE GOVERNANCE COMPLIANCE REPORT

PART I - CORPORATE GOVERNANCE PRINCIPLES COMPLIANCE STATEMENT

PART II – SHAREHOLDERS

PART III - PUBLIC DISCLOSURE AND TRANSPARENCY

PART IV – STAKEHOLDERS

PART V – BOARD OF DIRECTORS

BOARD ACTIVITY REPORT DURING JANUARY 1- DECEMBER 31, 2016

PERTAINING TO THE COMPANY TITLED ECZACIBAŞI YATIRIM HOLDİNG

ORTAKLIĞI A.Ş.

ECZACIBAŞI YATIRIM HOLDİNG ORTAKLIĞI A.Ş. 1

I. INTRODUCTION

Report Period

This report covers the working period between January 1, 2016 and December 31, 2016.

Trade Name

Eczacıbaşı Yatırım Holding Ortaklığı A.Ş.

Trade Registry No: 12520972411

Head Office: Büyükdere Cad. No:185 34394 İstanbul

Website: www.eczacibasi.com.tr

Board of Directors and Committees

Name and

surname Task

Task Commencement

Date (*)

Task

Termination

Date

Independence

status

F. Bülent

Eczacıbaşı Board Chairman 26.04.2016 - -

R. Faruk

Eczacıbaşı

Vice Board

Chairman 26.04.2016 - -

Levent Avni

Ersalman

Member/General

Manager 26.04.2016 30.09.2016 -

Seyfettin Sarıçam Member/General

Manager 01.10.2016 -

Dr. Öztin Akgüç Member 26.04.2016 - -

M. Sacit Basmacı Member 26.04.2016 - -

Simhan Savaşçın

Başaran Member 26.04.2016 - -

Asaf Savaş Akat Member 26.04.2016 - Independent

Member

Dırahşan Tamara

Bozkuş Member 26.04.2016 -

Independent

Member

(*)Members of the Board of Directors have been elected for one year at the Ordinary General Assembly

held on April 26, 2016 and are in office until the Ordinary General Assembly meeting to be held in

2017.

Members of the Board of Directors did not carry out any activities contrary to the competition law

during the period of January 1 - December 31, 2016.

Committee in charge of Audit

Asaf Savaş Akat President

Dırahşan Tamara Bozkuş Member

Corporate Governance Committee

Dırahşan Tamara Bozkuş President

Mustafa Sacit Basmacı Member

Gülnur Günbey Kartal Member

BOARD ACTIVITY REPORT DURING JANUARY 1- DECEMBER 31, 2016

PERTAINING TO THE COMPANY TITLED ECZACIBAŞI YATIRIM HOLDİNG

ORTAKLIĞI A.Ş.

ECZACIBAŞI YATIRIM HOLDİNG ORTAKLIĞI A.Ş. 2

Committee for early determination of the risk

Dırahşan Tamara Bozkuş President

Simhan Savaşcın Başaran Member

Evaluation by the Board of Directors related to efficiency of the Committees

The Committees formed by the Board of Directors have taken care to meet at the frequency required for

the effectiveness of the activities in the matters specified in their duties and working principles. The

Board of Directors has provided all necessary resources and support for the fulfillment of the duties of

the Committees. The Committees informed the Board of Directors in written or verbally on the works

they fulfilled.

Shareholding Structure and Amendments in the Capital during the Period

December 31, 2016 December 31,2015

Share Share Share Share

Shareholder Rate (%) Amount (TL) Rate (%) Amount (TL)

Eczacıbaşı Holding A.Ş. 77,77 81.659.416 76,47 53.527.823

Other 22,23 23.340.584 23,53 16.472.177

Total 100,00 105.000.000 100,00 70.000.000

Issued capital is divided into 105.000.000 fully registered shares with each nominal value of TL 1.

Issued capital was increased from TL 70,000,000 to TL 105,000,000 and the new capital was registered

on November 3, 2016, by making bonus share capital increase by TL 35,000,000 (50%), all of which

were met from internal sources.

Amendments to the Articles of Association during the Period and their Reasons

The Board of Directors made following decisions at the meeting held on June 23,2016;

- The amount of the issued capital of TL 70,000,000 in the registered capital ceiling of TL 200,000,000 of our enterprise shall be increased to TL 105,000,000 , by making bonus share

capital increase by TL 35,000,000 (50%), all of which were covered from internal sources,

- The capital of TL 35.000.000 to be met from internal sources, TL 8.838.617,18 shall be covered from Special Funds and TL 26.161.382,82 from positive differences of equity inflation

adjustment,

- The shares to be issued due to capital shall be duly distributed in the Central Registry Agency within the framework of regulations related to the registration system of the capital market

legislation as free of charge to shareholders in line with their participation rates into Company's

capital,

- In this context; Article 8 of the Company's Articles of Association titled "Issued Capital" regarding the capital increase to be realized from domestic sources shall be amended in

accordance with the following amendment text,

- Application shall be made to the Capital Markets Board for the approval of the issuance certificate.

In this context, the application made to the Capital Markets Board on June 23, 2016 was approved on

October 25, 2016. Registration procedures on the capital increase was completed on November 3, 2016

and the shares issued due to capital increase were duly distributed to the stakeholders on November 8,

2016 by the Central Registry Agency, in accordance with the regulations of the capital market

legislative system.

BOARD ACTIVITY REPORT DURING JANUARY 1- DECEMBER 31, 2016

PERTAINING TO THE COMPANY TITLED ECZACIBAŞI YATIRIM HOLDİNG

ORTAKLIĞI A.Ş.

ECZACIBAŞI YATIRIM HOLDİNG ORTAKLIĞI A.Ş. 3

The capital increase amounting to TL 35.000.000 was covered from the internal resources that can be

added by the Company to the capital in accordance with Article 462 of Turkish Commercial Code and

the details were given in the table below.

INTERNAL SOURCE ITEMS THAT CAN BE ADDED TO

CAPITAL AMOUNT (TL)

- Positive Differences of Equity Inflation Adjustment,

26.161.382,82

Special Funds 8.838.617,18

TOTAL 35.000.000,00

The previous and the new form of the amended articles of association are as follows:

PREVIOUS TEXT NEW TEXT

ARTICLE 8 – ISSUED CAPITAL

The issued capital of the Company is TL 70,000,000

(seventy million), and the issued capital has been paid in

full and in cash, free of capital collusion.

Issued caiptal was divided in to 70.000.000 fully register

shares with each nominal value amounting to TL 1.

While the nominal value of the shares is TL 1.000, it has

been changed as YTL 1 under the law for amendment of

Turkish Commercial Code numbered 5274. Due to this

change, the total number of shares has decreased and a

share of 1, - YTL will be given for 1000 shares each of

1.000, - TL. The rights arising from the shares owned by

the partners in relation to such change are reserved.

Shares representing the capital are monitored within the

framework of dematerialization principles.

The capital of the Company, if required, may be increased

or decreased in accordance with the provisions of the

Turkish Commercial Code and the Capital Markets

Legislation.