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

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  • 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.