Prospectus

SELÇUK ECZA DEPOSU T�CARET VE SANAY� ANON�M ��RKET� (SELÇUK PHARMACY WAREHOUSE TRADE AND INDUSTRY JOINT STOCK CORP.) This prospectus is related with the sales of our 39.150.000 YTL nominal value shares to be initially publicly offered. Mentioned shares were registered by Capital Markets Board (“CMB” or “Board”) by April 14, 2006 date and 28/421 number. However, the CMB registration doesn’t imply any guarantee by either Board or public for our corporation and shares. In line with the Capital Markets Law, it is the issuers who are responsible from the information in offering circular and prospectus and its annexes that it reflects the truth. However; the financial institutions, who did not attach enough importance, may be subject to recourse for the part of loss which could not be compensated by the issuers. Independent audit institutions are legally responsible from damages that may arise from the wrong and deceptive information and opinions in the reports that they prepared related with the audited financial statements and reports. In the April 5, 2006 dated meeting of Board of Directors of ISE (“Istanbul Stock Exchange”), an approval was granted for the trading of our shares in the national market. Opinions From Other Public Institutions: Turkish Republic Ministry of Health Pharmaceutical and Pharmacy General Directorate’s B100�EG00009/057384 numbered letter: “According to our Ministry’s regulations, there is not any restriction and/or decision in the related legislation concerning the public offering of the Company.” Greenshoe Option: In case the total amount of submitted demand exceeds the amount of shares to be sold, 5.872.500 YTL nominal value shares of SELÇUK ECZA HOLD�NG A.�. (“SELÇUK ECZA HOLD�NG”), corresponding to 15 % of 39.150.000 YTL nominal value shares, may be added to the amount of shares subject to the distribution. In case the greenshoe option is exercised, SELÇUK ECZA HOLD�NG will decide the distribution of shares, that are subject to greenshoe option, among the investor groups upon the advice of �� YATIRIM. I. INFORMATION ABOUT OUR CORPORATION A. INTRODUCTORY INFORMATION 1) Trade Name: SELÇUK ECZA DEPOSU T�CARET VE SANAY� ANON�M ��RKET� (“SELÇUK ECZA”) 2) Headquarter and Branch Addresses : As of 31 December 2005*, the addresses of principal warehouses and regional branches of SELÇUK ECZA are as follows: �STANBUL- Principal Warehouse Mahir �z Cad. No: 43 Altunizade / �STANBUL Pendik Bahçelievler Mah. A Blok. Adnan Menderes Bulvarı No: 29/1-2

�STANBUL Gebze Güzeller Mah. Ba�dat Cad. No: 185 -A KOCAEL� Ümraniye �stiklal Mah. Alemda� Cad. No: 310 �STANBUL Göztepe Erenköy Mah. �emsettin Günalhay Cad. Yesari Asım Ersoy Sok. No:2

Göztepe/�STANBUL KONYA - Principal Warehouse Nalçacı Cad. No:3/A 42060 KONYA Afyon Dumlupınar Mah. Ek�io�lu Apt. Prof. Kamil Miras Cad. No: 29/D-3

AFYON Aksaray Ere�likapı Mah. Küçükergi Cad. No: 9/A AKSARAY Mevlana Babu Aksaray Mah. Cevizaltı Cad. No: 19/A Karatay/KONYA ADANA - Principal Warehouse �nönü Cad. Adliye Arkası Av Kamil Tekerek Sok. No:69 ADANA Antakya Y. Sultan Selim Cad. Necmi Asfuro�lu �� Hanı Zemin Kat.1/11

Prospectus

ANTAKYA Mersin Mesudiye Mah. 112 Cad. No: 47 Karaselçuklar �� Hanı Zemin Kat

MERS�N Seyhan Gazipa�a Mah. Borsa Cad. Tuba Apt. No: 8 ADANA SAMSUN - Principal Warehouse Derecik Mah. Ankara Cad. No: 2 Ye�ilkent /SAMSUN OndokuzMayıs Fatih Mah. Gebi Cad. Gebi Dura�ı Köksal Apt. No: 80/A-B SAMSUN Ordu Bucak Mah. Dr. Ahmet Sadık Cad. No: 5/B ORDU Sivas Kepçeli Mevkii Atatürk Cad. No: 97 S�VAS Çorum Bahçelievler Mah. Bahabey Cad. No: 47/B ÇORUM Tokat Gülbahar Hatun Mah. Behzat Bulvarı No: 64/B TOKAT �ZM�R - Principal Warehouse Kemalpa�a Cad. No: 26 I�ıkkent/ �ZM�R Alsancak �air E�ref Bulvarı No: 90 / A-B Alsancak /�ZM�R Kar�ıyaka Günsazak Bulvarı No: 21/A So�ukkuyu-Kar�ıyaka/ �ZM�R Salihli Be�eylül Mah. Belediye Cad. No:255/C Salihli/ MAN�SA Balçova Çetin Emeç Mah. F.Muhittin Sok. No: 2A-2B Balçova/ �ZM�R Akhisar Hürriyet Mah. �ehit Polis Cemil Ilgaz Cad. No: 15/22-A �ZM�R TRAKYA - Principal Warehouse Kazimiye Mah. Omurtak Cad. No: 193/C Çorlu / TEK�RDA� Edirne Mithatpa�a Mah. �nönü Cad. Erdi Apt. No: 7 ED�RNE Tekirda� Eskicami Mah. Numan Efendi Sok. No:3 TEK�RDA� ERZURUM- Principal Warehouse Solakzade Mah. Alvarlı Mehmet Efendi Cad. Yeni�ehir Belediyesi Yanı

Yeni�ehir / ERZURUM Van �erefiye Mah. Hastane 2. Caddesi Santral 3. Sok. No:14 A/B/C VAN Erzincan Kızılay mah. 1029 Sok. No: 26 ERZ�NCAN ANTALYA - Principal Warehouse Konuksever Mah. Emrah Cad. No: 38 ANTALYA Isparta Hızırbey Mah. �.Pa�a Cad. No: 67 / 3-4 ISPARTA MALATYA - Principal Warehouse Hanımın Çiftli�i Köprüa�zı Mah. Ahmet Kele�o�lu Sok. No:3

MALATYA Elazı� Yıldızba�ları Mah. Bahçe Sok. No: 14/B ELAZI� BURSA- Principal Warehouse Yeni Yalova Yolu Panayır Mah. Kumluk Mevkii Yunus Emre Cad.

BURSA Balıkesir Akıncılar Mah. Gazi Bulvarı Hüseyin Sumlu Apt. No:37 BALIKES�R Çanakkale Kemalpa�a Mah. Mollayakup Sok. No: 3 ÇANAKKALE Hastane Nakka� Ali Pa�a Mah. Ortapazar Cad. No: 53/1-2 BURSA Burhaniye Bahçelievler Mah. Cumhuriyet Bulvarı Mimoza Apt. No: 74 Burhaniye/

BALIKES�R TRABZON - Principal Warehouse Sö�ütlü Beldesi Fatih Mah. Adnan Kahveci Bul. No: 91

Akçaabat/TRABZON Giresun Nizamiye Mah. Larçın Sok. No: 74/A G�RESUN Rize Eminettin Mah. Salih Bulvarı Merkez Apt. No: 174 R�ZE GÜNE�L� - �STANBUL - Principal Warehouse

Mahmutbey Merkez Mah. Cumhuriyet Cad. B Blok No: 60 Ba�cılar / �STANBUL

Avcılar Üniversite Mah. Hilal Sok. No:12 Avcılar / �STANBUL �irinevler Kocasinan Siyavu� Pa�a Mah. 1. Asmalı Sok. Mercaner Apt. No: 15/17

Bahçelievler/�STANBUL Bayrampa�a Kartal Tepe Mah. Ordu Cad. No: 114-A 116-118-B Bayrampa�a

/�STANBUL ANKARA - Principal Warehouse Zübeyde Hanım Mah. Seçim Sok. No: 27 �skitler / ANKARA Anıttepe Gençlik Cad. �lk Sok. Anıttepe / ANKARA Ulucanlar Sakarya Mah. Arma�an Sok. No: 10 /D:7 Ulucanlar/ ANKARA Sincan M.Çakmak mah. Kurtaran Sok. No: 1/A Sincan /ANKARA Kırıkkale Kurtulu� Mah. 4. Sok. No: 6/A KIRIKKALE Etlik Emrah Mah. Yarenlik Sok. No: 4/A Keçiören / ANKARA D�YARBAKIR- Principal Warehouse Yeni�ehir Mah. Lise Cad. No: 20 Fırat Apt altı D�YARBAKIR ADAPAZARI - Principal Warehouse Tuzla Mah. Hal Cad. No: 27 Güne�ler / ADAPAZARI Zonguldak Me�rutiyet Mah. Ba�lık Cad. Karadeniz Apt. No: 11-1 ZONGULDAK Karabük Bayır Mah. Fevzi Çakmak Cad. Terzio�lu �� Hanı No: 40 KARABÜK GAZ�ANTEP- Principal Warehouse Aydınlar Mah. 45 Cad. No: 15 �ehitkamil / GAZ�ANTEP KahramanMara� Yeni�ehir Mah. Dökümcüler Çar�ısı Menderes Mah. Tarım �l Müd. Kar�ısı

KAHRAMANMARA� TAKS�M - �STANBUL Principal Elmada� Yeni Nalbant Sok. No: 31 Taksim / �STANBUL

Prospectus

Warehouse Be�ikta� 19 Mayıs Mah. Çoruh Sok. No: 2 D: 32-35 �i�li / �STANBUL AYDIN - Principal Warehouse Girne Mah. 2179 Sok. No:15 AYDIN Fethiye Akarca Mah. 895 Sok. No: 3 Fethiye / MU�LA Bodrum Öziçi Mah. Be�kuyular Mevkii Hastane Cad. Konacık / BODRUM K.MUSTAFA PA�A-�STANBUL - Principal Warehouse

Hacıkadın Cad. Kemancı Sitesi No:21/A K.M.Pa�a / �STANBUL

Çapa Arpa Emin Mah. Pazartekke Sok. No: 147 A �ehremini / �STANBUL * As of March 28, 2006, Kozanlı regional branch was opened associated to Gaziantep principal warehouse, So�uksu regional branch was opened associated to Antalya principal warehouse and Denizli regional branch was opened associated to Aydın principal warehouse. As of 31 December 2005*, the addresses of principal warehouses and regional branches of As Ecza Deposu Ticaret A.�. are as follows:

GÜNE�L� - Principal Warehouse Mahmutbey Merkez Mah. Cumhuriyet Cad. No:60 Ba�cılar / �STANBUL Fındıkzade Denizabdal Mah. Ahmet Vefikpa�a Cad. No:25/1 Fındıkzade /

�STANBUL Bahçelievler Bahçelievler Mah. Ressam Halim Sok. Gökbakan �� Merkezi No:2/5

Bahçelievler / �STANBUL Gaziosmanpa�a Merkez Mah. Çukurçe�me Cad. No:17/2 Gaziosmanpa�a / �STANBUL ADANA - Principal Warehouse Ye�iloba Mah. 7.Sokak No:40 Seyhan / ADANA �anlıurfa Yeni�ehir Mah. Mardin Yolu üzeri Fatih Apt. No:159/A �ANLIURFA Gaziantep �smet Pa�a Mah. �nönü Cad. No:202 �ahinbey / GAZ�ANTEP DEN�ZL� - Principal Warehouse Günbattı Mah. 1663.Sokak No:3 DEN�ZL� Nazilli Albay �brahim Karao�lano�lu Caddesi No:52 Kat:1 Nazilli / AYDIN ESK��EH�R - Principal Warehouse Deliklita� Mah. Yunus Emre Cad. No:49 ESK��EH�R Kütahya Meydan Mah. Musalla Cad. Özçobanlar Apt. No:18 KÜTAHYA KAYSER� - Principal Warehouse Mevlana Mah. Ak�emsettin Cad. No:14 KAYSER� Kocasinan Gevhernesibe Mah. Gök Sok. No: 12/C Kocasinan / KAYSER� Ni�de Esenbey Mah. Minareci Sok. Duray Apt.altı No:18-20 N��DE MALTEPE - Principal Warehouse Zümrütevler Mah. Seher Sok. No:17 Maltepe / �STANBUL �zmit Kemalpa�a Mah. Metropol �� Merkezi No:17 �ZM�T Düzce �erefiye Mah. Gaziantep Cad. Umut Sok. No:12 DÜZCE Kadıköy Acıbadem Ba� Sok. Eser Apt. No: 1 2 3 4 �STANBUL ANKARA - Principal Warehouse Çamlıca Mah. Anadolu Bulvarı 15. Sok. No: 5/4-5-6-7 Yenimahalle /

ANKARA Kurtulu� Zafertepe Mahallesi �ncesu Cad. No:56/A-B Kolej / ANKARA KARABA�LAR - Principal Warehouse Karaba�lar Mahallesi 4041 Sokak No:15 Karaba�lar / �ZM�R Bornova Kazım Dirik Mah. Cumhuriyet Cad. No: 1/A_B Bornova/�ZM�R Manisa Peker Mah. Avni Gemicio�lu Cad. No: 55/A MAN�SA Basınsitesi Filiz Cad. Vatan Mah. No: 56 Basınsitesi/Ye�ilyurt Konak/�ZM�R

* As of March 28, 2006, Basınsitesi regional branch was opened associated to Karaba�lar principal warehouse 3. Actual Management Location (Address): Mahir �z Caddesi No:43 34662 Altunizade �stanbul 4. Registry Date, Registration Number and Trade Registry Office : 29 December 1970* 8942/Trade Registry Office of �stanbul (*) Date of the announcement for the company’s conversion into a Joint Stock Corporation. 5. Term: Indefinite 6. Known Number of Partners: 6 7. Legal Legislation the corporation is subject to: Republic of Turkey (RT) Laws 8. Purpose of Establishment (Scope of Activities):

Prospectus

As described by Article 3 of the Articles of Associaton of the Company, the scope of activities is given below:

a) Wholesale, manufacturing, trade and industry of all kinds of medical, pharmaceutical and biological preparations, medicine and pharmacy items and materials, medical tools, perfumery and sanitary material

b) Import and export of all commodities written on Customs tariff table c) To establish companies with trade and industry corporations operating on above issues or to be come

members in present companies and with the condition of not being in nature of security portfolio operation and brokerage activities, to purchase the shares or stocks of them, to partial or fully receive the same, if necessary to sell them

d) To take and give representation, commissioning and agencies related with goods and preparations that are relevant with above mentioned issues

e) With the condition of not being in nature of security portfolio operation and brokerage activities, to purchase, sell, exchange, transfer, pledge and show as guarantee the stocks issued by people, companies, local administrations and state

f) To take privileges, permissions, licences, patents and letters patents related with the subject of company and have the brands registered and if taken by others, to take them from them

g) With the condition of not being in nature of security portfolio operation and brokerage activities in connection with the subject and purpose of the company, to purchase the rights related with movable and immovable properties and if necessary to sell them, to rent and make all kinds of legal translation, to construct or to have constructed the buildings and facilities and to make legal actions on them, to make parcelling out and unification and allotments, make their quittance to municipality, road and green places, to make development from the road, to have type classification made, to establish and remove the floor easement to convert the floor easement into the condominium, to establish the condominium, to remove the condominium

h) In order to secure the credits of the company with guarantee to establish pledge and mortgage in favour of company over the movable and immovable properties belonging to the others and have them registered, to acquire all kinds of rights over them, in cases which are required by the undertakings related with the subject matter of the company, for purpose of clarification of the investors under the special cases coverage, with the condition of making the explanations to be required by Capital Markets Board, to give mortgage on the immovable properties owned by it, to remove the pledges and mortgages established in favour of the company

i) To issue the stocks and other capital market instruments in line with Turkish Commercial Code and provisions of Capital Markets Law and relevant laws. The Board of Directors has the authority to issue stock and any other debenture notes within the framework of 13th article of Capital Markets Law. In such case, the provision of Article 423 of Turkish Commercial Code is not applied.

j) In line with provisions of Capital Markets Law to make donations or reserve funds from profits to the foundations and similar people and or organisations established for various purposes.

Apart from those stated above, General Meeting decision will be taken if any move for necessary and beneficiary activities is adopted. In order for these decisions to be applicable as they imply a change in Articles of Association, an approval will be granted from R.T. Ministry of Industry and Trade and Capital Markets Board. While the company realizes the issues stated above, it will make all necessary announcements for the notification of investors in line with the Capital Markets Law and related legislation. B. INFORMATION ABOUT PRESENT CAPITAL AND SHARES 1. I) Registered Capital Ceiling: Our corporation is not subject to registered capital system. II) Paid-in Capital : 200.000.000 YTL 2. As of the last two ordinary general assembly meeting and as of last position, the distribution of paid-in capital among the shareholders that have 5% of paid-in capital or more, legal entities and foreign shareholders:

Shareholder’s Share in Capital 26/06/2003 10/05/2004 16/05/2005* Trade Name/ Name and

Surname (YTL) (%) (YTL) (%) (YTL) (%) SELÇUK ECZA HOLD�NG 48.499.991 97,00 96.999.983 97,00 193.999.967 97,00 Nazmiye Gürgen 1.000.000 2,00 2.000.000 2,00 4.000.000 2,00

Prospectus

Mustafa Sonay Gürgen 500.000 1,00 1.000.000 1,00 2.000.000 1,00 Ahmet Kele�o�lu 4 0,00 8 0,00 16 0,00 Nezahat Kele�o�lu 4 0,00 8 0,00 16 0,00 Zerrin Altay 1 0,00 1 0,00 1 0,00 TOPLAM 50.000.000 100,00 100.000.000 100,00 200.000.000 100,00

* As of last General Meeting dated March 9, 2006, there has been no amendment in this ownership structure. 3. Kinship of the real entity shareholders whose shares in capital or total voting rights are 5% or more: NONE. The kinship between the present shareholders can be found hereafter, though their share in capital is below 5%: Ahmet Kele�o�lu, the founder and Chairman of Selçuk Ecza, is the husband of Nezahat Kele�o�lu, a shareholder of the Company. Nezahat Kele�o�lu is the aunt of Mustafa Sonay Gürgen, General Manager, Board Member and shareholder of the Company. Another shareholder, Nazmiye Gürgen, is the mother of Mustafa Sonay Gürgen and sister of Nezahat Kele�o�lu. 4. Information about the real and legal entities who have an indirect share in capital:

Shareholder’s Trade Name / Name and Surname

Indirect Share in the Capital of SELÇUK ECZA (%)

Ahmet Kele�o�lu 77.60

Nezahat Kele�o�lu 19.40 M.Sonay Gürgen 0.00 Nilgün Aksel 0.00 Mehmet Ali Sonat 0.00 5. The shareholders who have a direct/indirect control or the potential of a direct/indirect control in the Company’s management: Ahmet Kele�o�lu has an indirect control in the Company’s management as he owns 80% of shares of SELÇUK ECZA HOLD�NG, the legal entity that has 97% stake in SELÇUK ECZA. 6. Information about the present shares: Group Privilege Type

Registered/B

earer Nominal

Value of Share (YTL)

Total (YTL) Share in Capital (%)

A These shares have some privileges in the form of restrictions in sale and transfer, selection of Board

Members, voting right and quorum as detailed below

Registered 1,00 22.500.000 11,25

B None Bearer 1,00 177.500.000 88,75 TOTAL 200.000.000 100,00 Privileges Granted to A Group 8th Article of Articles of Association: Sale and Transfer of Shares The transfer of registered shares to any real and legal entities other than legal heirs and founders depends on the approval of the Board of Directors (*) There is no restriction in the transfer of the bearer shares. In this issue, the compliance with the Capital Markets Law, Regulations and Communiqués and Listing Regulation of ISE is obligatory.

Prospectus

10th Article of Articles of Association: Board of Directors and its Term The activities and management of the company are executed by the Board of Directors consisting of 7 members who are selected by the General Meeting, in line with the provisions of Turkish Commercial Code, among the candidates nominated by the shareholders having A Group shares. The term of a Member of Board is 3 years. Members of Board whose term of office expires may be reselected. General Board, if it deems necessary, may any time change the Members of Board independent of the term of office. Board of Directors selects the new member of Board if a member passes away, resigns or the membership of a member of Board is removed in line with 315th article of Turkish Commercial Code. These new members remain till the first meeting of General Board. If General Board agrees, these members complete the terms of office of the previous members. 14th Article of Articles of Association: General Board Meetings f-Voting Right: In ordinary and extraordinary general assembly meetings, A group shareholders have 10 votes per share and non- A group shareholders have 1 vote per share. g-Negotiations and decision quorum: In General Board meetings, the necessary decisions are taken by negotiating the issues written in 369th article of the Turkish Commercial Code. General Board meetings and the decision quorum in these meetings are subject to the ruling of the Turkish Commercial Code. In General Board meetings and the decision quorum in these meetings, a minimum of 50 % participation of the shareholders with A Group shares are necessary. (*) The Company and As Ecza Deposu Ticaret A.�. did not have a legally binding stock ledger to display the shareholding structure until 8 November 2005. The Company applied to the Kadıköy Trade Court on 10 November 2005 to receive a “notice of loss” for a notarized stock ledger. Also, As Ecza Deposu Ticaret A.�. on the 11th of November, wrote a petition to the Istanbul Trade Court on Duty, to receive a “notice of loss” for a stock ledger. The relevant files are still pending at the relevant courts as of 20 March 2006. The stock ledger that has been prepared, in accordance with the extraordinary General Assembly that was held on 28 October 2005, on the 8th of November 2005 and numbered 33862 and that has been approved by the Üsküdar 9. Notary is currently being used. The same clause goes for As Ecza Deposu Ticaret A.�., where a stock ledger that has been prepared on the 8th of November 2005 and numbered 33863 and that has been approved by the Üsküdar 9. Notary is being used.

7. Information on Capital increases during last three years and their sources and capital decreases, issued/cancelled share groups and other transactions resulting in a change in the number of shares:

Increase Date

Increase Amount

Cash

Emission Premium

Revaluation Fund

Reserves

Previous Period Profits

Inflation Adjustment Differences

26/06/2003 25.000.000,00 - - - - 25.000.000,00 - 10/05/2004 50.000.000,00 - - - 28.780 49.971.219 - 16/05/2005 100.000.000,00 - - - 5.710.628 44.791.674 49.497.698 The Company’s obligation for the fulfilment of sparing the necessary statuary reserves due to not sparing it (which is not acceptable according to TCC 446/3), but adding it to paid in capital in 2005 (a portion of 7.374.186.260.000 capital increase), has been completed from the 2005 profits, by sparing 6.426.579,61 YTL extra statuary reserves.

8. Whether or not the partnership has issued, during last twelve months, any shares by means of a public offering or an allocated sale, the explanations on the attributes and the number and attributes of shares that are subject to these transactions and information about real and/or legal persons whom the allocated sale is made to: NONE.

9. The selection of management and audit organs in line with the Articles of Association of the Corporation:

Prospectus

10th Article of Articles of Association: The works and management of the company are executed by the Board of Directors, who are selected by the General Assembly in line with the provisions of Turkish Commercial Code, among the candidates nominated by partners having A Group share and consisting of 7 members. The term of duty of the members of Board of Directors is three years. Members of Board of Directors whose term of office expires may be reselected. If the General Assembly deems necessary, by not being bound with the term of duty, they may replace the members of Board of Directors at any time. Membership candidacies removed for members who are dead or who resign or whose membership quality is removed in line with 315th article of Turkish Commercial Code, shall be distributed to new persons deemed appropriate by the General Assembly. These members perform their duties until the the first General Assembly. If the General Assembly agrees, they will complete the term of the members whom they succeeded. 11th Article of Articles of Association: The Binding and Representation of the Company Management and representation of the company against foreign entities belongs to the Board of Directors. For any document distributed by the company or any contract to be legally binding and valid, they should bear the signatures of people with signature authority under the legal trade name of the company. The Board of Directors selects one president and one vice president during the first meeting. Additionally the Board of Directors may either transfer all or some of its authorities to a delegate member that it shall select from within itself and to the General Director or may transfer them to non-shareholding directors as well. The Board of Directors, by determining the people authorized to represent and bind the company and the manner of how they will conduct their signatures, registers and announces the process. 13th Article of Articles of Association: Auditors The General Assembly elects two auditors, for a maximum of three years, both among shareholders or from the outside. The General Assembly, if deemed necessary, may replace the auditors at any time, by not being bound with the term of duty, Auditors whose term expires may be reselected. The annual financial statements and interim financial statements, which are compulsory to be subject to independent external audit in line with regulations of the Capital Markets Board, of the company were offered by Board of Directors and approved by the General Assembly and shall be audited by an independent external firm which is reputable at an international level. Therefore, the regulations of Capital Markets Board for the independent auditor selection, approval and independent audit are complied with. 14th Article of Articles of Association : General Assembly Meetings f- Voting Rights: In ordinary and extraordinary general assembly meetings, A group shareholders have 10 votes per share and non-A group shareholders have 1 vote per share. g- Negotiations and resolution quorum: During the general assembly meetings, by negotiating the issues written in 369th article of the Turkish Commercial Code, the necessary decisions are taken. General assembly meetings and the resolution quorum in these meetings are subject to the provisions of the Turkish Commercial Code. In general assembly meetings and the resolution quorum in these meetings, a minimum 50 % participation of the shareholders with A Group share is necessary.

10. Information about the aggravated quorums included in the articles of association of the partnership:

Prospectus

14th Article of Articles of Association : General Assembly Meetings g- Negotiations and resolution quorum: During the general assembly meetings, by negotiating the issues written in 369th article of the Turkish Commercial Code, the necessary decisions are taken. General assembly meetings and the resolution quorum in these meetings are subject to the provisions of the Turkish Commercial Code. In general assembly meetings and the resolution quorum in these meetings, a minimum 50 % participation of the shareholders with A Group share is necessary.

11. The rights attached to the redeemed shares provided in line with 402-403th article of the Turkish Commercial Code: NONE.

12. The essentials of the share transfer:

Esas Sözle�me Madde 8: Hisse Senedinin Satı� ve Devri The transfer of registered shares to any real and legal people other than legal heirs and founders depends on the approval of the Board of Directors. There is no restriction in the transfer of the bearer shares. On this issue, compliance is made according to the Capital Markets Law, Regulations and Communiqués and Quotation Regulation of �stanbul Stock Exchange.

13. Information on whether the same group shares of the Corporation are listed in any stock exchange market (�MKB or other stock exchange markets) and whether they are negotiated or not and whether are there such applications: On 18 November 2005, quotation application was made for enabling B Group shares to be traded in �MKB

14. During the current year when the prospectus is prepared and the previous year;

a) Are there any offer made by the third parties to obtain the shares of the partnership: NONE.

b) Are there any offer made by the company to obtain the shares of any partnership: NONE.

c) Information on price and results of said offers: NONE.

II. INFORMATION REGARDING THE INCREASED CAPITAL SHARES

1. Resolutions of authorized organs related with the issue of shares: Through the General Assembly resolution on 28.10.2005, through the joint sale of shares at the amount of 25.000.000 YTL nominal value, by means of a capital increase where the right of present partners to purchase new shares are fully restricted, and by the decision taken by the Board of Directors on 02.03.2006 the shares corresponding to 14.150.000YTL nominal value which are owned by Selçuk Ecza Holding, 39.150.000 YTL valued shares in total will be offered to the public through an Initial Public Offering.

2. Information on shares representing the capital increased in return for cash and 2nd class shares to be issued

for representing such shares:

Share Group

Registered/Bearer Nominal Value of Each Share

Number of Shares

Total of Their Nominal Values

(YTL) B Bearer 1,00 25.000.000 25.000.000 TOTAL 25.000.000 25.000.000

3. a) Distribution of capital increase made from internal resources is given below (YTL): NONE.

b) Information on shares representing the capital increased in return for internal resources without payment to be distributed to the present partners and shares to be issued for representing such shares: NONE

Prospectus

4. a) The B Group shares that will be allocated due to this capital increase, shall have the right to acquire new shares in all capital increases where there are no restrictions to acquiring new share.

b) The issued shares; are eligible to receive dividends beginning with the fiscal period at which the capital increase is registered and should the company accrue a profit, will receive dividends in 2006.

c) Date of dividend eligibility: Eligible to receive dividends beginning with the fiscal period at which the capital increase is registered

5. Any privileged shares that shall be issued and the status of these priveleges: NONE

6. The rights provided to the investors by the shares to be issued: right to receive dividends (SPKn article 15), right to take share from the liquidation of the company (TTK article 455) right to acquire shares without payment (SPKn article 15), right to acquire new shares (TTK article 394, for partners in registered capital system, SPKn article 12) right to participate in general assembly (TTKn article 360) , right to participate in negotiations in general assembly (TTKn article 375, article 369), right to vote (TTK article 373,374) right to obtain information (SPKn article 16, TTK article 362) right to investigate and audit (TTK article 363) the right to take decisions to court (TTK article 381-384, for partners in registered capital system, SPKn article 12. ) On the other hand, the “minority rights” mentioned in TTK article 341, 348, 356, 359, 366, 367 and 376th articles are used by shareholders representing at least one twentieth of the paid capital (SPKn. Article 11)

7. Information on the transfer of the shares and, if any, restrictions on the transfer: The transfer of registered shares to any real and legal people other than legal heirs and founders depends on the approval of the Board of Directors. There is no restriction in the transfer of the bearer shares. In this issue, compliance is made to the Capital Markets Law, Regulations and Communiqués and Quotation Regulation of Istanbul Stock Exchange.

8. Whether the rights of acquiring new shares are restricted or not, if so, information about the restriction reasons: the right of acquiring new shares by the present partners is fully restricted for the purpose of being sold through the IPO.

9. If any, separate amounts and numbers of shares allocated to certain people: NONE.

10. Whether any allocation resolution was taken for the shares left after the rights of acquiring new shares were used or not: NONE.

11. The names, addresses of the real and or legal entities purchasing and price of a share: NONE.

12. The essentials of using the rights of acquiring new rights by the present partners: NONE

13. The distribution essentials of shares to be given without payment: NONE. III. INFORMATION ON THE SALE OF THE 14,150,000 YTL PORTION OF THE PRESENT SHARES OF THE CORPORATION BY MEANS OF THE INITIAL PUBLIC OFFERING

1. Information on partners/partnership selling their shares:

Capital Share of Partnership Trade Name of the

Partnership/ Name and Surname

Amount (YTL) Percentage (%) Nominal Value of Shares to be Sold by the Partnership (YTL)

SELÇUK ECZA HOLD�NG 193.999.967 97,00 14.150.000

TOTAL 193.999.967 97,00 14.150.000

2. Information on shares to be sold:

Prospectus

Share Group

Registered/Bearer Nominal Value of 1 Share (YTL)

Number of Shares

Total Nominal Amount ( YTL)

B Bearer 1,00 14.150.000 14.150.000 TOTAL 14.150.000 14.150.000

3. a) The B Group shares that will be allocated due to this capital increase, shall have the right to acquire

new shares in all capital increases where there are no restrictions to acquiring new share.

b) The issued shares; are eligible to receive dividends beginning with the fiscal period at which the capital increase is registered and should the company accrue a profit, will receive dividends in 2006.

4. Any privileged shares that shall be issued and the status of these priveleges: NONE

5. The rights provided to the investors by the shares to be issued: right to receive dividends (SPKn article 15), right to take share from the liquidation of the company (TTK article 455) right to acquire shares without payment (SPKn article 15), right to acquire new shares (TTK article 394, for partners in registered capital system, SPKn article 12) right to participate in general assembly (TTKn article 360) , right to participate in negotiations in general assembly (TTKn article 375, article 369), right to vote (TTK article 373,374) right to obtain information (SPKn article 16, TTK article 362) right to investigate and audit (TTK article 363) the right to take decisions to court (TTK article 381-384, for partners in registered capital system, SPKn article 12. ) On the other hand, the “minority rights” mentioned in TTK article 341, 348, 356, 359, 366, 367 and 376th articles are used by shareholders representing at least one twentieth of the paid capital (SPKn. Article 11)

III. GENERAL INFORMATION ABOUT INITIAL PUBLIC OFFERING (IPO)

1. Public Offering period: 3 (three) working days. The beginning and ending dates will be stated in the circular. 2. Sales Price: The unit sales price of a share with 1,0 YTL nominal value has been determined in a price range of 4,60 and 5,60 YTL. The demands will be collected over 5,60 YTL which is the ceiling of this price range. 3. Methods used in the determination of the sales price: Valuation Methods Following methods are used in Valuation analysis.

���� Discounted Cash Flows Analysis ���� Multiples Analysis

���� Enterprise Value / Net Sales ���� Enterprise Value / EBITDA ���� Price / Earnings

Discounted Cash Flows Analysis In Discounted Cash Flows analysis, the enterprise value is calculated through discounting the cash flows that would be generated in the future to present. The assumptions, which consists the base for Discounted Cash Flows analysis for Selçuk Ecza, for the period between 2006- 2015 are stated below. The incomes are expected to grow with an 15% compound annual growth rate between 2006-2010 and 8% between 2011- 2015. The market share is expected to reach 34,0% in 2006. The gross profit margin is expected to be stable at 10,0% untill 2008, decrease to 9,5% level in 2009- 2010 and be constant at 9,0% level after 2011. In capital investment assumptions; • In order to build new regional warehouses 400,000 USD for unit warehouse investment,

Prospectus

• Total investment capital in 2006 would be the 0,3% of sales, decrease to 0,2% in 2007 and stabilize at this level until 2012 and realize at 0,1% level afterwards,

• The maintenance and repairment costs of vehicle fleet in 2006 would be 0,11% of sales and decrease to 0,10% afterwards.

Free Cash Flows includes also the share in As Ecza. By taking 2016 as the base and being within the frame of “conservatism principles” for calculating the “Residual Value” ; • The operating margin would be 4,5% • For capital increase it is foreseen that it would be 0,25% of sales. • In order to reflect the possible market share drop due to OTC arrengements after 2015, the residual year

incomes are discounted with 10%. Selcuk Ecza Consolidated B/S (YTL mn) 2003 2004 2005 2006E 2007E 2008EASSETSCurrent Assets 801 861 1.394 1.718 1.990 2.283 Liquid Assets 11,9 11 13 16 18 21 Marketable Securities - - - - - - Trade Receivables 642 639 1.064 1.302 1.510 1.734 Receivables from Related Parties 0 1 0 12 12 12 Other Receivables - - - - - - Inventories 143 205 300 368 427 490 Deferred Tax Assets - - - - - - Other Current Assets 3 6 17 20 24 27 LT Assets 40 55 53 88 87 85 Trade Receivables 0 0 0 - - - Long Term Financial Assets 0 0 - - - - Real Estate Investments - 9 - - - - Net Fixed Assets 37 43 50 63 62 60 Intangible Fixed Asstes, net 2 2 1 25 25 25 Deferred Tax Assets 1 1 1 - - - Other Long Term Assets 0 0 0 - - - TOTAL ASSETS 840 916 1.446 1.806 2.077 2.368 Selcuk Ecza Consolidated B/S (YTL mn) 2003 2004 2005 2006E 2007E 2008EShort Term Liabilities Short term debt 650 676 1.107 1.231 1.374 1.509 Financial Loans 46 52 196 117 83 28 Trade Payables 559 594 876 1.073 1.245 1.429 Trade Payables to Related Parties 14 7 4 4 4 4 Advances Received 0 0 1 - - - Other Payables 10 - 14 17 20 23 Taxes Payable - - - - - - Other Short Term Liabilities 21 22 16 19 23 26 Long Term Liabilities 3 3 5 3 3 3 Financial Loans - - - - - - Trade Payables - - 0 - - - Deferred tax Liabilities 1 - - - - - Other Payables 0 0 0 - - - Provisions for Debt 2 3 4 3 3 3 TOTAL LIABILITIES 653 678 1.111 1.234 1.377 1.512 Minority Interests 7 8 12 - - - Shareholders Equity 181 229 323 572 700 856 Paid-in Capital 50 100 200 225 225 225 Emission premium - 97 97 97 Reserves 70 49 - - - - Legal Reserves 5 7 - - - - Extraordinary Reserves 2 - - - - - Capital Gains 0 - - - - - Accumulated Income / (Losses) (5) 24 29 123 215 334 Net Income 59 48 94 127 163 199 TOTAL LIABILITIES AND OE 840 916 1.446 1.806 2.077 2.368

Prospectus

Selcuk Ecza Consolidated I/S ($ mn) 2003 2004 2005 2006E 2007E 2008ENet Sales 1.845 1.916 2.756 3.374 3.914 4.493 Cost of Sales (1.627) (1.712) (2.480) (3.036) (3.522) (4.044) Gross Profits 218 204 277 337 391 449

Gross margin,% 11,8% 10,6% 10,0% 10,0% 10,0% 10,0%Operating Expenses (97) (107) (134) (166) (178) (195) Operating Profits 121 97 143 172 214 255

Operating margin, % 6,6% 5,1% 5,2% 5,1% 5,5% 5,7%Income from Other Operations 3,3 5,2 7,6 5,5 2,8 3,1 Expenses from Other Operations (4,5) (6,1) (11,4) (13,7) (15,9) (18,3) Net Financial Income / (Expenses) (36,5) (24,2) 2,9 (1,7) 3,1 9,8 Profit before Monetary Gain / (Losses) and Taxes 84 72 142 162 204 249 Net Net Monetary Gains / (Losses) 4 5 - - - - Profit before Taxes 88 76 142 162 204 249 Taxes Payable (28) (26) (45) (32) (41) (50) Profit before Minority Interests 60 50 97 129 163 199 Minority Interests (2) (2) (3) (3) - - Net Income 59 48 94 127 163 199 Net Margin, % 3,2% 2,5% 3,4% 3,8% 4,2% 4,4%Depreciation Charges 7,2 7,7 8,4 9,2 8,1 9,3 Provisions 1,2 1,9 1,9 2,0 2,2 2,5 EBITDA 130 106 153 183 224 266

EBITDA margin, % 7,0% 5,6% 5,6% 5,4% 5,7% 5,9%Adjusted Gross Margin* 9,7% 9,4% 10,3% 10,0% 10,0% 10,0%*Adjusted for interest income/expense for trade payables& receivables

FREE CASH FLOW (million YTL) 2005 2006B 2007B 2008B 2009B 2010B 2011B 2012B 2013B 2014B 2015BNet Sales 2.756 3.374 3.914 4.493 5.197 5.821 6.286 6.789 7.333 7.919 8.553Gross Profit 277 337 391 449 494 553 566 611 660 713 770Gross Profit Margin 10,0% 10,0% 10,0% 10,0% 9,5% 9,5% 9,0% 9,0% 9,0% 9,0% 9,0%Operating Expenses 134 166 178 195 213 228 242 257 274 291 309

As of % sales 4,8% 4,9% 4,5% 4,3% 4,1% 3,9% 3,9% 3,8% 3,7% 3,7% 3,6%EBIT* 143 172 214 255 281 325 324 354 386 422 461(-) Taxes on EBIT 43 34 43 51 56 65 65 71 77 84 92(+) Depreciation Expenses 8 9 8 9 10 9 9 10 10 11 11(-) Change in WC -238 -109 -95 -102 -115 -109 -70 -87 -94 -102 -110(-) Capex 15 10 7 7 9 9 11 10 11 11 11

% of sales 0,6% 0,3% 0,2% 0,2% 0,2% 0,2% 0,2% 0,2% 0,1% 0,1% 0,1%Free Cash -145 27 77 103 111 150 187 195 215 236 259

Risk free Interest Rate 11,00%Capital risk Premium 5%Beta 0,85 Cost of Equity 15,25%Cost of Debt 13%Cost of Debt After Tax 10,4%Debt/ Total Liabilities and SHE 25%Weighted Average Cost of Capital 14,0%

Weighted Average Cost of Capital

DCF- Sensitivity (million ABD$)

13,0% 14,0% 15,0%

4% 1.009 874 763

5% 1.048 899 781

6% 1.098 931 801

Weighted Average Cost of Capital

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Rate

According to DCF Analysis results, the value of SELÇUK ECZA is in the range of 763- 1.098 million USD.

Multiples Analysis

In Multiples Analysis;

���� Enterprise Value / Net Sales ���� Enterprise Value / EBITDA ���� Price / Earnings

Prospectus

methods are used. The similar companies whose multiples used are stated below.

Ticker Name Country Currency MCAP (mn USD) EV (mn USD) P/E 06E P/E 07E EV / Net

Sales 06EEV / Net

Sales 07EEV / EBITDA

06EEV / EBITDA

07E

AUN LN ALLIANCE UNICHEM PLC GB GBP 5.900 7.128 14,5 12,9 0,4 0,3 9,7 8,7ABC US AMERISOURCEBERGEN CO US USD 9.972 9.519 23,3 20,4 0,2 0,2 11,7 10,6ANZ GR ANDREAE-NORIS ZAHN A GE EUR 520 692 13,5 0,2 8,9MCK US MCKESSON CORP US USD 16.384 15.192 23,4 20,5 0,2 0,2 10,7 9,6CAH US CARDINAL HEALTH INC US USD 31.625 31.731 24,1 20,5 0,4 0,4 12,4 11,0CLS GR CELESIO AG GE EUR 8.010 10.424 15,3 13,8 0,4 0,4 10,4 9,5GALN SW GALENICA HOLDING AG- SZ CHF 1.275 1.412 21,1 18,0 0,8 0,8 12,0 10,5MEDAA SS MEDA AB-A SHS SW SEK 1.534 2.541 29,8 22,8 0,5 0,6 10,1 9,5OPG NA OPG GROEP NV-CVA NE EUR 1.332 1.523 13,4 12,6 0,5 0,5 9,3 8,6PHRM MK PHARMANIAGA BERHAD MA MYR 149 189 13,9 14,1 0,7 0,6 6,9 8,0PGF PW POLSKA GRUPA FARMACE PD PLN 259 269 16,6 14,1 0,2 0,2 9,6 8,7UDG ID UNITED DRUG PLC IR EUR 1.033 1.098 17,3 16,4 0,6 0,5 14,3 13,1FCL PW FARMACOL SA PD PLN 346 330 14,9 13,8 0,3 0,3 11,4 10,7 International Similar Companies Analysis (million USD)

P/E 06E P/E 07E EV / Net Sales 06E

EV / Net Sales 07E

EV / EBITDA 07E

Median (small- medium scale players) 16,56 14,11 0,52 0,53 9,50Selçuk Ecza Market Value 1.524 1.627 1.234 1.422 1.461 Major players 23,27 20,36 0,38 0,28 9,60Selçuk Ecza Market Value 2.141 2.348 882 742 1.478 Domestic Similar Companies Analysis (million USD)

P/E 05E P/E 06E EV / EBITDA 05E

EV / EBITDA 06E

ISE - 100 Excluding Financial Sector 12,80 11,30 8,30 7,40Selçuk Ecza Market Value 896 1.040 901 935 Valuation- Summary (million USD) Minimum maximum Weight (%)DCF 763 1098 40ISE- 100 Excluding Financial Sector 896 1040 40International Similar Companies 882 2100 20Average 840 1275 According to the result of financial analysis methods, the market value after the public offering of Selçuk Ecza is calculated as 840-1.275 million USD. This market value corresponds to on average 5,06- 7,68 YTL price range per share. When the public offering discount is applied, the price range of 1,0 YTL nominal value share is calculated as 4,60-5,60 YTL. 4. Sale method and means of application: 4.1 Sale Method

Sale will realized by a consortium in which �� YATIRIM is the lead bookrunner through the method of partial

underwriting and book building through price range.

4.2 Means of Application

All investors that are willing to purchase Company shares in this IPO should complete the “Demand Form” by applying to the application points indicated in IV.7. part of this prospectus during the time frame announced in the offering circular. The investors will specify the number of shares they demand in the Demand Form. Investors, if they desire, may also specify a lower limit in the Demand Form for the amount of shares that they are willing to purchase.

Prospectus

The investors will deposit the share price found as a result of the ceiling price stated in the offering circular times the number of shares they demand, to the accounts addressed by the financial institutions either in cash or through an account or blockage method. Refund that arises from the unfulfilled demand will be paid to the investors in the application points by the consortium members that intermediate the sales, following the finalization and approval of distribution list by the Company and SELÇUK ECZA HOLD�NG. 4.3 Payment The Domestic Individual Investors and SELÇUK ECZA HOLDING Employees will declare their preferences about receiving additional shares with a value equal to the refund in case the share’s price falls between the ceiling price at which the demand was collected and the final price of the share, through marking on the Demand Form. In case the investor prefers additional shares instead of refund, the difference between the ceiling price at which the demand was collected and the final price of the share will be reflected to investor demand as additional demand. The fractions that may arise during the conversion of the price difference into the demand will be returned to the investor. It will be assumed that the investors that do not mark the relevant area want the refund returned in cash. Domestic Institutional Investors and International Institutional Investors will deposit the price of the shares they demanded in cash calculated over the sale price addressed in Article IV.2. SELÇUK ECZA HOLDING Employees and the Domestic Individual Investors may either deposit the price of the shares that they demand in cash calculated over the sale price addressed in Article IV.2 or submit their demand through “liquid fund blockage method”. SELÇUK ECZA HOLDING Employees will be able to purchase 783.000 YTL nominal value shares of the 14.150.000 YTL nominal value shares that SELÇUK ECZA HOLDING plans to sell in the IPO. The investors in this category will receive a 3% (three percent) discount. Book Building by “Liquid Fund Blockage Method” SELÇUK ECZA HOLDING Employees and the Domestic Individual Investors may also subscribe by using the liquid funds present in their investment accounts. On the day when the distribution lists are announced, the investors who have chosen to purchase shares through this method will be entitled to the shares that are allocated according to the distribution list, with the subsequent cashing in of the blocked liquid funds. The amount of blockage to be cashed in return for the share price will be calculated as shown below: (The sale price times number of shares to be paid) / 99 % For example, a domestic investor subscribing at the amount of 1,000 YTL through liquid fund blockage will block 1,010 YTL worth liquid funds (1,000/99 %) as guarantee. During the calculation of the guarantee sum, considering the minimum number, number folds and unit amounts of the security used, upward rounding may be made provided that the number of security shown as guarantee is not below the minimum number and no fraction and or no number will form except for folds stated for relevant security.

4.4 Documents Requested from the Investors The investors willing to participate in the public offering of SELÇUK ECZA are required to complete the Demand Form and declare the share amount they demanded in this form. The subscribers will attach the documents below into Demand Forms. 1. SELÇUK ECZA HOLDING Employees: Identity Card (identity card or driving license or passport) photocopy. SELÇUK ECZA HOLDING Employees may only submit demand through �� YATIRIM provided that they are included in the list of employees the Company gives. 2. Other Real Entity Investors: Identity Card (identity document or driving license or passport) photocopy 3. Legal Entity Investors: Notary public approved copy of signature circular, establishment journal, tax chart and Trade registry record document photocopy

Prospectus

The investors who will subscribe through the internet, phone banking, Netmatics or ATMs must have authority to make transactions through internet, phone banking branch, Netmatics or ATMs (provided that they have accounts of internet, phone banking, Netmatics or ATMs and they sign the interactive banking undertaking letter and or that they have magnetic cards used in ATM)

5. Information on whether in cases where the sales are made simultaneously in more than one country, if any one country is allocated with a certain rate: None. The sale of shares to be realized domestically shall be distributed between domestic individual investors and domestic institutional investors. The demand of the international institutional investors shall only be met by �� Yatırım

6. a) The institution/institutions that will be acting as book-runners for sale and/or shall underwrite, the

nature of the underwriting and sum of the shares for which the undertaking is made and its ratio to the total shares available for sale:

About the Underwriting

Financial Institution Type of Underwriting

Number of Shares

Total Amount of Nominal (YTL)

Total Amount of Sale (YTL)

Ratio to Total Shares Presented

for Sale (%)

�� Yatırım Menkul De�erler A.�. Partial Underwriting 16.295.000 16.295.000 74.957.000 65,18 OYAK Yatırım Menkul De�erler A.�. Partial Underwriting 1.150.000 1.150.000 5.290.000 4,60 Sanko Menkul De�erler A.�. Partial Underwriting 650.000 650.000 2.990.000 2,60 TEB Yatırım Menkul De�erler A.�. Partial Underwriting 650.000 650.000 2.990.000 2,60 Ata Yatırım Menkul Kıymetler A.�. Partial Underwriting 500.000 500.000 2.300.000 2,00 HSBC Yatırım Menkul De�erler A.�. Partial Underwriting 500.000 500.000 2.300.000 2,00 Eczacıba�ı Menkul De�erler A.�. Partial Underwriting 330.000 330.000 1.518.000 1,32 Ak Yatırım Menkul De�erler A.� Partial Underwriting 250.000 250.000 1.150.000 1,00 Anadolu Yatırım Menkul Kıymetler A.�. Partial Underwriting 250.000 250.000 1.150.000 1,00 Ata Online Menkul Kıymetler A.�. Partial Underwriting 250.000 250.000 1.150.000 1,00 C Menkul De�erler A.�. Partial Underwriting 250.000 250.000 1.150.000 1,00 Finans Yatırım Menkul De�erler A.�. Partial Underwriting 250.000 250.000 1.150.000 1,00 Raymond James Yatırım Menkul Kıymetler A.�. Partial Underwriting 250.000 250.000 1.150.000 1,00 Alternatif Yatırım A.�. Partial Underwriting 225.000 225.000 1.035.000 0,90 Acar Yatırım Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Ba�kent Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Bizim Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Cami� Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Delta Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Deniz Yatırım Menkul Kıymetler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Fortis Yatırım Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Garanti Yatırım Menkul Kıymetler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Gedik Yatırım Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Hak Menkul Kiymetler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Halk Yatırım Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 �nfo Yatırım A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Koç Yatırım Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Universal Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Yapı Kredi Yatırım Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Yatırım Finansman Menkul De�erler A.�. Partial Underwriting 200.000 200.000 920.000 0,80 Total 25.000.000 25.000.000 115.000.000 100,00

*According to the regulations of “Partial Underwriting” the underwrite has been realized and only the 25.000.000. – YTL nomianl value shares that are subject to the capital increase are underwritten.

b) Total fee to be paid to the financial institution/institutions and institutions participating in the sale and the total share of this fee inside the total issue cost: The total fee to be paid to the Finacial Institutions will be around 4.320.000.-YTL. It is estimated that this amount constitutes around 58% of the total cost of the Initial Public Offering.

Prospectus

c) The sum of the shares for which no underwriting is made, over the nominal value and sales price: SPK

In line with the provision of Capital Markets Law Serial I No 26 No. Communiqué Additional Article 1, in accordance with partial underwriting essentials, 14.150.000 YTL underwriting was made over the minimum of shares at the 25.000.000 YTL nominal value. No undertaking shall be made for shares having 14.150.000 YTL nominal value (for %36,14 of the nominal value of the shares presented to the public) and having 65.090.000.-YTL when calculated over the minimum of price interval and having 79.240.000 YTL sales sum when calculated over the maximum of price interval.

7. Locations for Application: Investors that wish to participate in the IPO of SELÇUK ECZA, except for the investors who are in category of SELÇUK ECZA HOLDING employees, may apply to all authorized financial institutions’ headquarters and branches and relevant branches of banks which are agents authorized for sale. The investors who are in domestic individual investors category may apply to all authorized financial institutions’ headquarters and branches and relevant branches of banks which are agents authorized for sale and additionally to the ATM, Netmatic, Internet or phone banking branches of these institutions to meet their demand. The investors who want to make demand through internet, phone banking, Netmatics or ATMs must have authority to make transactions through internet, phone banking branch , Netmatics or ATMs (provided that they have accounts of internet, phone banking, Netmatics or ATMs and that they sign the interactive banking undertaking letter and or that they have magnetic cards used in ATM) The demands of SELÇUK ECZA HOLDING employees shall be collected by �� YATIRIM only. CONSORTIUM LEADER �� YATIRIM MENKUL DE�ERLER A.�. �� Kuleleri Kule 2 Kat 12 34330 4.Levent / �STANBUL Tel: (0212) 350 20 00 Faks: (0212) 350 20 01 And all its branches and all branches of Türkiye �� Bankası A.�, bankamatik (ATMs), NetMatics, www.isbank.com.tr address and from 444 0 202 no. interactive phone CONSORTIUM CO-LEADERS OYAK YATIRIM MENKUL DE�ERLER A.�. Akatlar, Ebulula Cad. F2 C Blok 34335 Be�ikta�/�STANBUL Tel: (0212) 319 12 00 Faks: (0212) 351 05 99 All Oyak Yatırım Menkul De�erler A.�. branches and Oyakbank A.�. branches, www.oyakyatirim.com.tr web address and 444 0 414 interactive phone number CONSORTIUM MEMBERS SANKO MENKUL DE�ERLER A.�. Evren Mah. Gülbahar Cad. 57/8 Güne�li/�STANBUL Tel: (0212) 410 05 00 Faks: (0212) 410 05 05 TEB YATIRIM MENKUL DE�ERLER A.�. Eski Büyükdere Cad. Park Plaza No: 22 Kat: 4 34398 Maslak/�STANBUL Tel: (0212) 345 11 11 Faks: (0212) 345 07 19 And all Türk Ekonomi Bankası A.�. branches, Türk Ekonomi Bankası A.�., www.tebyatirim.com.tr and www.teb.com.tr address and 444 0 666 interactive phone number ATA YATIRIM MENKUL KIYMETLER A.�. Emirhan Cad. No:145/A Kat:11 34349 �STANBUL

Prospectus

And Headquarters, Bostancı, Ankara, Bursa, Denizli, �zmir branches, www.atayatirim.com.tr web address and (0212) 310 60 60 phone HSBC YATIRIM MENKUL DE�ERLER A.�. Ayaza�a Mah. Ahi Evran Cad. Dereboyu Sok. Kat: 4-15 34398 Maslak/�STANBUL Tel: (0212) 366 16 00 Faks: (0212) 336 24 72 And all HSBC Bank A.�. branches, HSBC Bank A.�., www.hsbc.com.tr address and 444 0 111 interactive phone number ECZACIBA�I MENKUL DE�ERLER A.�. Büyükdere Cad. No:209 Tekfen Tower Kat:6 34394 Levent/�STANBUL Tel: (0212) 319 59 99 Fax: (0212) 319 59 00 And Afyon, Antalya, Beypazarı, Bursa �rtibat Büroları and �stanbul Headquarters, Ankara, Bakırköy, �zmir, Kadıköy branches, www.netyatirim24.com.tr and www.emdas.com.tr web address and (0212) 319 55 55 phone AK YATIRIM MENKUL DE�ERLER A.�. �nönü Cad. No:80 34437 Taksim, Gümü�suyu/�STANBUL Tel: (0212) 334 95 95 Faks: (0212) 244 04 66 And all Ak Yatırım Menkul De�erler A.�. and Akbank T.A.�. branches and www.akyatirim.com.tr and www.akbank.com.tr web address and 444 25 25 interactive phone number ANADOLU YATIRIM MENKUL KIYMETLER A.�. Merkez Mah. Birahane Sok. No:38 Bomonti, �i�li/�STANBUL Tel: (0212) 368 77 00 Faks: (0212) 233 33 18 And all Anadolubank A.�. branches ATA ONLINE MENKUL KIYMETLER A.�. Emirhan Cad. No: 145/A Kat:12 34349 �STANBUL Tel: (0212) 310 60 60 Faks: (0212) 310 63 63 An d www.ataonline.com.tr web address and (0212) 310 60 60 phone C MENKUL DE�ERLER A.�. Beybi Giz Plaza Meydan Sok. No:28 Kat:3 Maslak/�STANBUL Tel: (0212) 290 32 32 Faks: (0212) 290 26 90 And �zmir agency and Ankara, Bank Pozitif Merkez branches F�NANS YATIRIM MENKUL DE�ERLER A.�. Nispetiye Cad. Akmerkez B Kulesi Kat: 2-3 34330 Etiler/�STANBUL Tel: (0212) 282 17 00 Faks: (0212) 282 22 50 And all Finans Yatırım Menkul De�erler A.�. branches and Finansbank A.�. and all branches, www.finansbank.com.tr and www.finansonline.com web address and 444 0 900 interactive phone number and (0216) 336 74 74 phone RAYMOND JAMES YATIRIM MENKUL KIYMETLER A.�. Etiler Nispetiye Cad. Nail Gönenli Sok. No: 6 Be�ikta�/�STANBUL Tel: (0212) 359 10 00 Faks: (0212) 287 59 10 – (0212) 287 51 15 And Ankara, Levent, �zmir branches and www.rj.com.tr web address ALTERNAT�F YATIRIM A.�. Cumhuriyet Cad. Elmada� Han No:8 Kat:3 34367 Elmada�/�STANBUL Tel: (0212) 315 58 00 Faks: (0212) 296 88 31 And Adana, Antalya, Bursa and Gaziantep agencies, Alternatif Yatırım A.�. Ankara and Erenköy branches and all Alternatifbank A.� branches, www.ayatirim.com.tr web address and 444 0 054 interactive phone number ACAR YATIRIM MENKUL DE�ERLER A.�. Gazeteciler Sitesi Keskin Chalet Sok. No: 25 Esentepe/�STANBUL Tel: (0212) 216 26 61 Faks: (0212) 266 05 43 And Izmir branch

Prospectus

BA�KENT MENKUL DE�ERLER A.�. Abide-i Hürriyet Cad. No:285 Bolkan Center C Blok Kat:6 �i�li/�STANBUL Tel: (0212) 233 59 00 Faks: (0212) 224 07 00 And Ankara branch and Adapazarı contact bureau B�Z�M MENKUL DE�ERLER A.�. Ba�dat Cad. Çamfıstı�ı Sok. No: 2/1 Caddebostan, Kadıköy/�STANBUL Tel: (0216) 360 47 60 Faks: (0216) 360 13 55 And all Türkiye Finans Katılım Bankası A.�. branches , www.turkiyefinans.com.tr, www.bmd.com.tr web address CAM�� MENKUL DE�ERLER A.�. �� Bankası Kuleleri Kule:3 Kat: 3 34330 4.Levent/�STANBUL Tel: 0 212 350 30 02 Faks: 0 212 350 51 50 And Mersin, Diyarbakır contact bureau and www.camismenkul.com.tr address DELTA MENKUL DE�ERLER A.�. Te�vikiye Cad. �kbal �� Merkezi No:103/6 Te�vikiye/�STANBUL Tel: (0212) 236 42 74 Faks: (0212) 236 65 67-68-69 And �zmir branch and www.deltamenkul.com.tr web address DEN�Z YATIRIM MENKUL KIYMETLER A.�. Büyükdere Cad. No: 106 Kat:16 34394 Esentepe/�STANBUL Tel: (0212) 275 35 00 Faks: (0212) 336 30 70 And all Denizbank A.�. branches, www.denizbank.com address and 444 0 800 interactive phone number FORT�S YATIRIM MENKUL DE�ERLER A.�. Dilhayat Sok. No: 8 Etiler 34337 Etiler/�STANBUL Tel: (0212) 358 07 70 Faks: (0212) 358 07 59 And all branches and all Fortis Bank A.�. branches, www.fortisyatirim.com.tr web address and 444 0 144 interactive phone number GARANT� YATIRIM MENKUL KIYMETLER A.�. Garanti Binası Levent Nispetiye Mah. Aytar Cad. No:2/8 34340 Zincirlikuyu/�STANBUL Tel: (0212) 318 28 38 Faks: (0212) 217 84 70 And Garanti Bank, www.garanti.com.tr web address and 444 0 333 interactive phone number GED�K YATIRIM MENKUL DE�ERLER A.�. Cumhuriyet Mah. E-5 Yanyol No:29 81450 Yakacık-Kartal/�STANBUL Tel: (0216) 453 00 00 Faks: (0216) 453 01 01 And Headquarters sales point, Tophane, Altıyol, Bakırköy, Kapalıçar�ı, Çatalca, Caddebostan, Maltepe, �a�kınbakkal, Ümraniye, Ankara-Kızılay, Ankara-Kavaklıdere, Antakya, Antalya, Bursa, Denizli, Düzce, Elazı�, Eski�ehir, Gebze, �zmir, Kahramanmara�, Konya, Manisa, Mersin, Mu�la, U�ak �ubeleri ile acentalar Bank Europa Genel Müdürlük, Altunizade, Çiftehavuzlar, Eminönü, Etiler, Levent, Maçka, Maslak, Suadiye, Yeniköy, Ye�ilköy, Ankara, �zmir branches, www.gedik.com address and (0216) 453 00 53 phone HAK MENKUL KIYMETLER A.�. Cemil Bengü Cad. Hak �� Merkezi No: 2 Kat:1, Ça�layan/�STANBUL Tel: (0212) 296 84 84 – (0212) 528 29 80 Faks: (0212) 233 69 29 And Unkapanı Contact Bureau HALK YATIRIM MENKUL DE�ERLER A.�. Meclisi Mebusan Cad. No: 79 Kat:2 Salıpazarı/�STANBUL Tel: (0212) 393 03 03 Faks: (0212) 292 99 43/46, (0212) 249 94 48 And Halk Yatırım A.�. �stanbul, Ankara and �zmir branches, Bursa and Samsun contact bureau and Ankara Ulus, Antalya, Adana, Mersin, Gaziantep, Kayseri, Konya, Gölcük, Edirne, Manisa, Malatya, Kütahya, Fatih/�stanbul, Sultanhamam/�stanbul, Kadıköy/�stanbul, Kahramanmara�, Adapazarı, Bandırma agencies and all T. Halk Bankası A.� branches

Prospectus

�NFO YATIRIM A.�. Büyükdere Cad. No:20 Levent/�STANBUL Tel: (0212) 319 26 00 Faks: (0212) 324 84 25 And Headquarters, Sirkeci branch, Ye�ilyurt bureau KOÇ YATIRIM MENKUL DE�ERLER A.�. Barbaros Bulvarı Morbasan Sok. Koza �� Merkezi, C Blok Kat:2 34349 Balmumcu/�STANBUL Tel: (0212) 217 47 77 Faks: (0212) 212 53 34 And Koçbank A.�. branches, www.kocbank.com.tr and www.kocyatirim.com.tr web address and 444 0 558 and 444 0 555 interactive phone UN�VERSAL MENKUL DE�ERLER A.�. Eski Büyükdere Cad. Ayaza�a Ticaret Merkezi No:13 Kat:16 Maslak/�STANBUL Tel: (0212) 329 79 00 Faks: (0212) 276 56 17 And Adana branch YAPI KRED� YATIRIM MENKUL DE�ERLER A.�. Büyükdere Cad. Yapı Kredi Plaza A Blok Kat: 10-11, 34430 Levent/�STANBUL Tel: (0212) 284 19 29 Faks: (0212) 284 19 30 And all branches and all Yapı ve Kredi Bankası A.�. branches ve www.yapikrediyatirim.com ile www.teleweb.com.tr adresleri ve 444 0 444 no’lu interaktif telefon YATIRIM F�NANSMAN MENKUL DE�ERLER A.�. Nispetiye Cad. Akmerkez E3 Blok Kat:4 Etiler/ �STANBUL Tel: (0212) 317 69 00 Faks: (0212) 282 15 50-51 And Taksim, Çiftehavuzlar, Kozyata�ı, Bakırköy, Ankara, �zmir, Samsun, Bursa, Antalya, Adana branches and contact bureau and and agent Arap Türk Bankası A.�. branches, www.yatirimfinansman.com web address and 444 11 44 phone The application locations to purchase SELÇUK ECZA shares by means of Internet Banking: • www.isbank.com.tr ("Upfront Cash" or "Liquid Fund Blokage” method shall be accepted) • www.oyakyatirim.com.tr • www.tebyatirim.com.tr and www.teb.com.tr • www.atayatirim.com.tr • www.hsbc.com.tr • www.emdas.com.tr and www.netyatirim24.com.tr • www.akyatirim.com.tr and www.akbank.com.tr • www.ataonline.com.tr • www.finansbank.com.tr and www.finansonline.com • www.rj.com.tr • www.ayatirim.com.tr • www.turkiyefinans.com.tr, www.bmd.com.tr • www.camismenkul.com.tr • www.deltamenkul.com.tr • www.denizbank.com • www.fortisyatirim.com.tr • www.garanti.com.tr • www.gedik.com • www.kocbank.com.tr and www.kocyatirim.com.tr • www.yapikrediyatirim.com and www.teleweb.com.tr • www.yatirimfinansman.com The application locations to purchase SELÇUK ECZA shares by means of Telephone Banking: • �� Yatırım Menkul De�erler A.�. :444 0 202 (There shall not be demand collection through

Phone Banking calls that are being automatically redirected. The person at the Call Center shall only accept the demands through “Upfront Cash” and “Liquid Fund Blockage” method)

Prospectus

• OYAK Yatırım Menkul De�erler A.�. : 444 0 414 • TEB Yatırım Menkul De�erler A.�. : 444 0 666 • Ata Yatırım Menkul Kıymetler A.�. : (0212) 310 60 60 • HSBC Yatırım Menkul De�erler A.�. : 444 0 111 • Eczacıba�ı Menkul De�erler A.�. : (0212) 319 55 55 • Ak Yatırım Menkul De�erler A.�. : 444 25 25 • Ata Online Menkul Kıymetler A.�. : (0212) 310 60 60 • Finans Yatırım Menkul De�erler A.�. : 444 0 900 ve (0216) 336 74 74 • Alternatif Yatırım A.�. : 444 0 054 • Deniz Yatırım Menkul Kıymetler A.�. : 444 0 800 • Fortis Yatırım Menkul De�erler A.�. : 444 0 144 • Garanti Yatırım Menkul Kıymetler A.�. : 444 0 333 • Gedik Yatırım Menkul De�erler A.�. : 0 216 453 00 53 • Koç Yatırım Menkul De�erler A.�. : 444 0 558 ve 444 0 555 • Yapı Kredi Yatırım Menkul De�erler A.�. : 444 0 444 • Yatırım Finansman Menkul De�erler A.�. : 444 1 144 The application locations to purchase SELÇUK ECZA shares by Netmatics: • Türkiye �� Bankası A.� Netmatics (“Upfront Cash” and “Liquid Fund Blockage” method shall be

accepted.) The application locations where SELÇUK ECZA shares may be purchased by ATM: • Türkiye �� Bankası A.�. Bankamatik(ATM) machines (“Liquid Fund Blockage” method shall not be accepted) The application locations where the payment shall be accepted by Liquid Fund Blockage • Türkiye �� Bankası A.�. headquarters and all branches and Türkiye �� Bankası A.�. NetMatics,

www.isbank.com.tr web address and 444 0 202 interactive phone number shall collect the demand through blocakge of 801 and 808 coded B type liquid funds. (801 coded B type liquid fund shall be available as 1 (one) unit and multiples of. 808 liquid funds shall be minimum 50 (fifty) units and multiples thereof.)

• OYAK Yatırım Menkul De�erler A.�. (Only OYAK Yatırım Menkul De�erler A.�. shall accept the demand as such, OYAK Bank A.�. shall not be able to process the liquid fund demands)

• TEB Yatırım Menkul De�erler A.�. • Ata Yatırım Menkul Kıymetler A.�. • Eczacıba�ı Menkul De�erler A.�. • Ak Yatırım Menkul De�erler A.�. • Anadolu Yatırım Menkul Kıymetler A.�. • Ata Online Menkul Kıymetler A.�. • Finans Yatırım Menkul De�erler A.�. • Alternatif Yatırım A.�. • Cami� Menkul De�erler A.�. • Delta Menkul De�erler A.�. • Yatırım Finansman Menkul De�erler A.�. • Deniz Yatırım Menkul Kıymetler A.�. The application locations where SELÇUK ECZA HOLDING employees could apply for demand: �� YATIRIM MENKUL DE�ERLER A.�. Headquarters �� Kuleleri Kule 2 Kat 12 34330 4.Levent / �STANBUL Tel: (0212) 350 20 00 Faks: (0212) 350 20 01 8. Total cost related with going public and cost per share to be paid by the partnership:

Prospectus

It is anticipated that total cost regarding issue of shares shall be 7,4 million YTL and cost per share shall be 16,4 Ykr. 9. Estimated cash entry to be realized by the partnership and allocation of the new available liquidity:

By means of capital increase through going public, the cash entry is estimated to be around 115.000.000.-YTL when calculated from minimum price interval and 140.000.000.- YTL from the maximum price interval. This cash shall be used to close the bank debts and to purchase the remaining 20% shares of As Ecza Deposu Ticaret A.�, of which the remianing 80% belongs to Selçuk Ecza Deposu, that are outstanding in the short term. In the medium and long term the goals are opening new branches to provide better service, to have buildings built in line with the expanding service, to invest in the IT department and to strengthen infrastructure and equipment related with this and to renew the vehicle fleet. Additionally, our company which shall be stronger financially aims at evaluating foreign opportunities in its field of operation.

10. Persons/Parties that are not allowed to participate in the IPO:

In line with Capital Markets Legislation, in sales of capital market instruments by means of going public, Board of Directors president and members, legal auditors, delegate directors, general director and assistant general directors and other personnel that may get information due to the duty of the issuers issuing and presenting the capital market instruments to the public and financial institutions making intermediation in going public and their spouses and first degree blood and legal relatives may not directly or indirectly purchase the mentioned capital market instruments. 11. The essentials for allocation and distribution to the investors during the IPO process: The investors related with the publicly offered shares of SELÇUK ECZA; 1. Employees of SELÇUK ECZA HOLDING are the present employees of SELÇUK ECZA HOLDING, SELÇUK ECZA, Mamsel �laç Sanayi and Ticaret A.�., Selçuklu Turizm and �n�aat A.�. For the investors in this category, there is no lot restriction. The people mentioned in Annex 1 of Communiqué of Capital Markets Board with Serial VIII No 22 on “Principles on Sales Methods during the sale of capital markets instruments to the public” may not purchase the shares 2. Domestic Individual Investors are the investors residing in the country as defined in Resolution No. 32 on Protection of the Value of Turkish Money Decree. The citizens of Turkish Republic of Northern Cyprus shall also be included in this definition. For the investors in this category, there is no lot restriction. Joint stock corporations and limited liability companies other than those defined in the coverage of domestic institutional investors shall apply from this category. 3. Domestic Institutional Investors are Mutual Funds, Special Retirement Funds, Securities Investment Partnerships, Risk Capital Investment Partnerships, Real Estate Investment Partnerships, Insurance Companies, Retirement and Aid Funds, Foundations, Funds established in line with temporary 20th article of Law No 506 and Associations with useful public purposes. For the investors in this category, there is no lot restriction. 4. Foreign Institutional Investors are the investors residing abroad as defined in Resolution No. 32 on Protection of the Value of Turkish Money. For the investors in this category, there is no lot restriction. The shares are presented to the public in a manner to be negotiated in ISE in line with Turkish Legislation and the mentioned investors shall purchase the shares in Turkey. are divided into 4 (four) groups. The following amount of shares to be sold through the IPO are; 10.962.000 YTL nominal value shares (28 %) to the Domestic Individual Investors 783.000 YTL nominal value shares (2 %) to SELÇUK ECZA HOLDING employees 783.000 YTL nominal value shares (2 %) to the Domestic Institutional Investors and 26.622.000 YTL nominal value (68 %) to Foreign Institutional Investors

Prospectus

Above mentioned allocations are not to be used to provide benefits to SELÇUK ECZA, SELÇUK ECZA HOLDING and consortium members and people and or institutions that have a capital, management and audit relation with them. The distribution of the allocation mentioned above may be changed by �� YATIRIM upon the approval of SELÇUK ECZA as a result of the bookbuilding. Such a change shall be realized by switching excess demand from allocation groups with demand surplus to the allocation groups with demand deficit. After the bookbuilding for each allocation group, if recurring names are found and if they are from the same institution, then the larger demand shall be accepted and the lessert demand shall be cancelled and shall not be included in distribution. In case where demands of recurring names declaring the same address come from different institutions, the lesser demands shall not be accepted. If recurring demands are made from different institutions in equal amounts or in case there is an indecision due to the insufficient data entry, the demand of the financial institution that has the higher underwriting amount shall be accepted. If recurring demand is made from different institutions that have the same underwriting amount or in case of an indecision due to the insufficient data entry, the alphabetical priority of the institution’s title shall be considered. By cancelling the records which don’t contain the minimum data that should be filled out on the Demand Form prepared in accordance with Serial VII, Communiqué No:22 Annex 1 and the records that do not include the TR Identity Number of the individual investors except citizens of Cyprus and foreigners, shall not be included in the distribution. The distribution process shall be realized after the records cancelled due to recurrance and/or lack of data are removed from the book. The final demand shall be determined by realizing the demands of the investors willing to purchase shares with the money that had deposited and were due to get back because of the difference between the ceiling price and final price that will be converted into additional demand. After the allocations in the groups are determined as stated above, the distribution to each of the allocation groups shall be separately made within themselves in the stated manner below;

1) Distribution to SELÇUK ECZA HOLDING Employees; shall be made in line with a Proportional Distribution Method. Initially, all SELÇUK ECZA HOLDING employees that have subscribed shall be provided one share each and then, for SELÇUK ECZA HOLDING employees, “The percentage of the book that meets the demand” shall be found by dividing the remaining allocation amount by the remaining share demand amount. The percentage found to meet the demand ratio shall be multiplied by the subscriptions of each investor and the distribution shall be completed. 2) Distribution to Domestic Institutional Investors; shall be made in line with a Proportional Distribution Method. Initially, all the domestic institutional investors that have subscribed shall be provided one share each and then, for the domestic individual investors, “The percentage of the book that meets the demand” shall be found by dividing the remaining allocation amount by the remaining share demand amount. The percentage found to meet the demand ratio shall be multiplied by the subscriptions of each investor and the distribution shall be completed. 3) Distribution to the Domestic Institutional Investors; shall be made in line with Article 4.1.1.7 of Capital Markets Board Serial VIII Communiqué No :22. In the case where the application subscriptions are less than or equal to the amount of shares available for sale, all the demands shall be met. In the case where the demand is more than the amount of shares available for sale, total share amount allocated for the Domestic Institutional Investors shall be divided by the number of investors that have subscribed and the demand amount found through this and the purchase demand below this level shall be met. The remaining amount shall be divided by the number of investors whose demand could not be met partially and distribution shall be similarly made. The distribution transaction shall be continued in this manner until the full of amount of shares available for sale are distributed. 4) Distribution to Foreign Institutional Investors: SELÇUK ECZA shall decide the number of shares to be allocated to each Foreign Institutional Investor upon the advice of �� YATIRIM. In case the greenshoe option is exercised, mentioned shares shall be available for sale during the IPO period and the distribution of the shares which are subject to the greenshoe option among the investor groups shall be decided by SELÇUK ECZA HOLDING upon the advice of �� YATIRIM and the shares reserved for a greenshoe option shall be included in the distribution together with the shares available for the IPO.

Prospectus

While making the distribution to all investor groups except for foreign institutional investors, the amounts arising as a result of the distribution shall be revised from a perspective of the investors putting minimum limits and in case where the arising sum is below this minimum level, the investor shall be removed from the list in line with his/her desire and such amounts shall be subject to redistribution. In case where fractions occur during distribution calculations, by rounding the fraction to a full number, the distribution shall be allocated in a manner deemed appropriate by SELÇUK ECZA to the investors whose demand was not fully met. �� YATIRIM by separately finalizing the distribution list at the latest within 2 (two) days following the expiry of the bookbuilding period, shall give the list to SELÇUK ECZA and SELÇUK ECZA HOLDING. SELÇUK ECZA and SELÇUK ECZA HOLDING shall approve the distribution lists at the latest within 2 (two) days following the date of delivery and shall inform �� YATIRIM of their approvals. Physical delivery of shares is not necessary, thus share owners will be monitored by Central Registry Agency in line with Capital Markets Legislation. The refund amount as a result of subscriptions that could not be met and differences between the final price and ceiling price shall be returned to the investors in application locations by the members of consortium following the finalization of the distribution list after being approved by SELÇUK ECZA and SELÇUK ECZA HOLDING within the same day.

12. Whether the collected demands shall be subject to accumulation of interest or not, if so, the essentials for accumulation of interest: They shall not be subject to accumulation of interest

13. Shares offered to public have no records restricting the transfer and circulation of the shares or preventing the

shareholder from using the rights

14. Trading on the Stock Exchange: Shares offered to public shall be traded on the ISE, depending on the positive decision of Board of Directors in ISE in line with the relevant provisions of ISE legislation.

15. Commitment not to increase the amount of shares in circulation after going public: 15.1 Commitment By the Partnership : SELÇUK ECZA Board of Directors by means of its assembly on 06.10.2005 and No. 2005/079 commits that it shall not incur any bonus issue of capital for 6 (six) months from the date when its shares start to trade on the ISE and thus that it shall not increase the amount of shares in circulation by means of cash capital increase. 15.2 Commitment By the Shareholders : The partnership structure of the company and list of the shares shall be like this after public offering:

Before Greenshoe After Greenshoe Name, Surname/ Trade Name of The Partners

Group Total Nominal

Amount (YTL)

Rate (%)

Total Nominal Amount (YTL)

Rate (%)

SELÇUK ECZA HOLD�NG A.�. A 22.500.000 10,00 22.500.000 10,00 SELÇUK ECZA HOLD�NG A.�. B 157.349.967 69,93 151.477.467 67,32 Nazmiye Gürgen B 4.000.000 1,78 4.000.000 1,78 Mustafa Sonay Gürgen B 2.000.000 0,89 2.000.000 0,89 Ahmet Kele�o�lu B 16 0,00 16 0,00 Nezahat Kele�o�lu B 16 0,00 16 0,00 Zerrin Altay B 1 0,00 1 0,00 Publicly Held B 39.150.000 17,40 45.022.500 20,01

TOTAL 225.000.000 100 225.000.000 100

Prospectus

In line with 02.03.2006 dated and 2006/002 No. resolution of SELÇUK ECZA HOLD�NG, the existing shareholders of SELÇUK ECZA claim that they shall not increase the amount of shares in circulation by selling additional shares for the 6 (six) months from the date when their shares start to trade in ISE. The other shareholders of the Company; Ahmet Kele�o�lu, Nazmiye Gürgen, Mustafa Sonay Gürgen and Zerrin Altay claim that they shall not increase the amount of shares in circulation by selling additional shares for 6 (six) months from the date when their shares start to trade in ISE.

16. Information regarding the transfer of the IPO shares: All of the shares publicly traded are bearer ones and there is no restriction to transfers to third parties.

17. The newspapers in which the offering circular shall be published: The offering circular shall be published on

Milliyet and Radikal Newspapers.

18. Statute of limitations in dividend payments: The amount of dividends that are not collected by shareholders and other third parties and the amount of dividend advances that are not collected by the shareholders will be void after five years starting from the distribution date. The amount of dividend and dividend advance that have become void will be processed according to the article of the law numbered 2308 of Transition of the amounts of Coupon, Debenture Bond and Share to the Department of Treasury that are void.

19. Information regarding greenshoe procedures:

a) Should the final book exceed the amount of shares available for sale are the shares belonging to the existing shareholders going to be included in the number of total share : IS BEING PLANNED

b) The maximum amount and the ratio of the shares that might be considered for greenshoe and the sales method:

Greenshoe Method Unit Ratio of the Greenshoe to Public

Offering (%) Sale by the Shareholder 5.872.500 15 Sale of the shares that are borrowed by the financial institution from shareholders

- -

TOTAL 5.872.500 15

c) Other information that might effect the investor’s decision making process: NONE.

20 Procedures regarding the Price Stabilization

a) Whether or not Price Stabilization is being planned: It is being planned

b) The commercial title of the financial institution that shall conduct the price stabilization: �� Yatırım Menkul De�erler A.�.

c) The time interval when the price stabilzation shall take place: For the stated amount of days following the start of trading of the share on the Istanbul Stock Exchange

d) Statement regarding the absence of a guarantee for conducting price stabilization: �� Yatırım Menkul De�erler A.�. is planning to conduct price stabilization measures during the IPO. However, �� Yatırım Menkul De�erler A.�. does not pledge that it will conduct price stabilization measures. �� Yatırım Menkul De�erler A.�. may not start price stabilization measures at all or should it choose to conduct price stabilization, can end it at any point, on the basis that they provide an explanation

e) The purpose of price stabilization: The purpose of price stabilization activities is that should the price of the share fall below the IPO price during the duration of the price stabilization, there will be a buy-back of shares so as to assist the price stabilization. This procedure is in no way a pledge to set the price at a certain level.

Prospectus

f) Statement regarding the fact that prices may fall after the price stabilization period is over: Price stabilization measures will end after the stated number of days in Article 3. The price of the share, even though it may have risen during the price stabilization period, may consequently fall after it is over.

g) Responsibility during the price stabilization and the nature of the resources to be used during this period: According to Capital Market Board’s communiques, all responsibility of the price stabilization belongs to the financial institution implementing it, namely �� Yatırım Menkul De�erler A.�. �� Yatırım Menkul De�erler A.�. shall be able to make use of the proceeds at the end of the price stabilization period.

h) Other information that might effect the investor’s decision making process: Commitment by the partnership SELÇUK ECZA Board of Directors, by means of its resolution on 6.10.2005 date and 2005/079 no. resolution, commits that it shall not take any bonus issue capital increase for 6 (six) months as of the date when its shares start to trade in ISE and thus that it shall not increase the amount of shares in circulation by means of cash capital increase. Commitment by the shareholders In line with 02.03.2006 dated and 2006/002 No. resolution of SELÇUK ECZA HOLD�NG, the existing shareholders of SELÇUK ECZA claim that they shall not increase the amount of shares in circulation by selling additional shares during 6 (six) months as of the date when their shares start to trade in ISE. The other shareholders of the Company; Ahmet Kele�o�lu, Nazmiye Gürgen, Mustafa Sonay Gürgen and Zerrin Altay claim that they shall not increase the amount of shares in circulation by selling additional shares during 6 (six) months as of the date when their shares start to trade in ISE.

21. Other issues that can affect the decision of the investors

a) Important Reasons and Disolving of the Consortium: During the period starting from the signing of the Underwriting and Consortium Agreement by the parties and ending at the approving of the distribution list, SELÇUK ECZA and SELÇUK ECZA HOLD�NG can terminate the agreement if an important reason occurs according to SELÇUK ECZA and SELÇUK ECZA HOLD�NG. In case of a termination like this, Consortium’s all reasonable and documented costs to the Members of the Consortium and subscribing amounts of the investors’ accumulated interest over Turkish Republic Central Bank’s overnight interest rate will be paid. SELÇUK ECZA and SELÇUK ECZA HOLD�NG will not pay any commission including sales commission to the Members of the Consortium in such a termination. The Consortium Leader and Members will not claim any type of payment for costs and damages that they deemed incurred. In the above paragraph’s implementation, “important reason” includes any reason for which the international public offering to investors outside Turkey was planned to and could not be concluded, situations not only restricted with these but also accepted in the practice and doctrine and developments that causes serious economic and political results in Turkey or any other place in the world.

22. Commissions or similar expenses that will be requested from the investors:

The commissions and other similar expenses that will be requested by the members of consortium from the investors that are subscribing are shown in the table below.

Commercial Title of the

Financial Institution Fee to Open

Account

Takasbank Wire Fee

Wire Fee to Other

Financial Institution

EFT Fee Stamp Tax

Other

�� YATIRIM MENKUL DE�ERLER A.�. None None None None None

6.-YTL+BSMV “Safekeeping Commission” (Taken when

shares enter to the

Prospectus

existing or newly opened account

for the first time in this year)

OYAK YATIRIM MENKUL DE�ERLER A.�. None None None None None None

SANKO MENKUL DE�ERLER A.�. 6,50 YTL 1,00 YTL 1,00 YTL 2,31-10,50 YTL None None

TEB YATIRIM MENKUL DE�ERLER A.�. None None None 15 YTL + BSMV None None

ATA YATIRIM MENKUL KIYMETLER A.�. None None None 0,77 YTL None None

HSBC YATIRIM MENKUL DE�ERLER A.�. None None None

0,2% of the

amount; min 17,5 YTL/ max 115

YTL will be taken over transactions by the branches. None None

ECZACIBA�I MENKUL DE�ERLER A.�.

None (Stamp Tax of 4,64 YTL. of the contract is paid by the customer) 0,1 YTL per share

0,1 YTL per share

Cash and Share transfer 0,1.-YTL. None None

AK YATIRIM MENKUL DE�ERLER A.� None None None None None None

ANADOLU YATIRIM MENKUL KIYMETLER A.�. None None

0,25 YTL+BSMV % 0,4 None None

ATA ONLINE MENKUL KIYMETLER A.�. None None None 0,77 None None

C MENKUL DE�ERLER A.�. None None None

Takasbank’s EFT scheme minimum

1,47 YTL None None

F�NANS YATIRIM MENKUL DE�ERLER A.�. 1,5+5 YTL None None

EFT fee is not taken in public offerings. EFTs except public offerings fee

between 5-25 YTL will be taken. None

MKK’s safekeeping fee %

0,075+ BSMV RAYMOND JAMES YATIRIM MENKUL KIYMETLER A.�. None None None None Yes None

ALTERNAT�F YATIRIM A.�.

Takasbank's EFT scheme minimum 1,5

YTL None None None None None ACAR YATIRIM MENKUL

DE�ERLER A.�. None None None Fee taken by Takasbank None None

BA�KENT MENKUL DE�ERLER A.�.

“Fee for opening an

account is in the annex” None 1,5 YTL

Changes between 1-7,5 YTL None None

B�Z�M MENKUL DE�ERLER A.�. None 0,15 YTL + BSMV

0,15 YTL + BSMV

Takasbank’s Scheme None None

CAM�� MENKUL DE�ERLER A.�. None None

0,11 YTL per transfer

Takasbank’s Scheme None None

DELTA MENKUL DE�ERLER A.�. None None

0,2 YTL + BSMV 3-5 YTL + BSMV 5,9 YTL None

DEN�Z YATIRIM MENKUL KIYMETLER A.�. None

Takasbank’s transfer scheme

0,25 YTL per transfer None None None

FORT�S YATIRIM MENKUL DE�ERLER A.�. None None None

For up to 100 YTL 1 YTL;

between 100 YTL-1.000 YTL 2,50 YTL; for more

than 1.000 YTL 5 YTL None None

GARANT� YATIRIM MENKUL KIYMETLER A.�. None 0,50 YTL 0,50 YTL

From Branch From Account:

% 0,3 Min 17 YTL/ Max 100 YTL None None

Prospectus

From Branch Cash : %0,4

Min 25 YTL/ Max 150 YTL

Internet: 0,90 YTL

GED�K YATIRIM MENKUL DE�ERLER A.�. None 5,00 YTL per share

5,00 YTL per share None None None

HAK MENKUL KIYMETLER A.�. None None None 1,50 YTL None None

HALK YATIRIM MENKUL DE�ERLER A.�. None None 11 Ykr 5,25 YTL None

Transfer fee between the branches of

T.Halk Bankası A.� will be 1

YTL.; 74 YKR for up to 14.000 YTL, %0,005 + BSMV

between 14.000-

239.500.000 YTL;

12,58 YTL for more than

239.500.000 YTL

INFO YATIRIM A.�. None None None None None None

KOÇ YATIRIM MENKUL DE�ERLER A.�. None None

% 0,05, minimum 1

YTL

Branches: % 0,1

minimum 20 YTL, maximum 320

YTL Telephone Banking:

2 YTL Internet Banking:

50 Ykr None None UN�VERSAL MENKUL

DE�ERLER A.�. None None None None None Fees derived from legal obligations

YAPI KRED� YATIRIM MENKUL DE�ERLER A.�. None

For share 0,20 YTL + BSMV per transfer

For share 0,20 YTL + BSMV

per transfer

For 10.000 YTL and less 1.00 YTL

+ BSMV / For more than 10.000 YTL % 0,01 of

the amount + BSMV None None

YATIRIM F�NANSMAN MENKUL DE�ERLER A.�.

Takasbank Expenses

will not be taken from customers From

customers that are not Yatırım Finansman’s

customer, total of 1 YTL will be taken for

the transfers to �� Bankası, total of 2

YTL (including BSMV) will be

taken from EFTs and transfers to other

banks and financial institutions. In case

there is only a transfer, half of these

amounts will be taken.

will not be taken from

customers; will not be taken

from transfers to �� Bankası; total of 1YTL

(including BSMV) will be

taken from EFTs and

transfers to other banks and

financial institutions

will not be taken from customers; will not be taken

from transfers to �� Bankası; total of 1YTL (including BSMV) will be

taken from EFTs and transfers to other banks and

financial institutions None None

V. INFORMATION ABOUT FINANCIAL STATUS A. CONSOLIDATED FINANCIAL TABLES OF THE CORPORATION PREPARED IN ACCORDANCE WITH THE LEGISLATION RULES REGARDING THE ACCOUNTING STANDARDS AT THE CAPITAL MARKETS OF SERIAL XI AND NO. 25

Prospectus

Consolidated financial tables of the Corporation for 1 January - 31 December 2003, 2004 and 2005 term accounts are presented hereinafter (ANNEX/2). 1. Corporation’s consolidated balance sheets as of 31 Dec. 2003, 31 Dec. 2004 and 31 Dec. 2005: (Unless otherwise specified, amounts are given in terms of New Turkish Lira (“YTL”) with the purchasing power of Turkish Lira as of 31 Dec 2004):

31.12.2003 31.12.2004 31.12.2005

ASSETS Current Assets Cash and Cash Equivalents 11.907.206 10.617.578 12.825.330 Marketable Securities (net) - - - Trade Receivables (net) 642.179.740 638.541.017 1.063.610.686 Financial Lease Receivables (net) - - - Due From Related Parties (net) 356.080 757.969 394.459 Other Receivables (net) - - - Live Assets (net) - - - Inventories (net) 142.868.704 205.182.521 *300.385.238 Construction Contracts (net) - - - Deferred Tax Assets - - - Other Current Assets 3.349.556 5.869.542 16.587.710 Total Current Assets 800.661.286 860.968.627 1.393.803.423 Non- Current Assets Trade Receivables (net) 288.351 258.292 114.936 Financial Lease Receivables (net) - - - Due From Related Parties (net) - - - Other Receivables (net) - - - Financial Assets (net) 444 444 - Positive/Negative Goodwill (net) - - - Investment Property (net) - 8.691.682 - Tangible Assets (net) 36.712.902 42.618.928 50.482.601 Intangible Assets (net) 2.027.132 1.941.074 1.201.862 Deferred Tax Assets 781.141 1.203.576 591.566 Other Non-current Assets 11 12.703 117.564 Total Non-current Assets 39.809.981 54.726.699 52.508.529 Total Assets 840.471.267 915.695.326 1.446.311.952

31.12.2003 31.12.2004 31.12.2005 LIABILITIES Short Term Liabilities Financial Liabilities (net) 46.312.535 51.950.261 196.042.156 Short Term Portion of Long Term Financial Liabilities (net)

- - -

Financial Lease Payables (net) - - - Other Financial Liabilities (net) - - - Trade Payables (net) 559.347.831 594.189.413 876.162.820 Due to Related Parties (net) 13.525.721 7.432.429 4.012.855 Advanced Received 10.530 68.000 693.922 Deferred Progess Billings (net) - - - Provision for Liabilities 10.248.794 - 14.006.611 Deferred Tax Liabilities - - - Other Liabilities (net) 20.522.963 21.887.225 15.910.809 Other Short Term Liabilities 649.968.374 675.527.328 1.106.829.173 Long Term Liabilities Financial Liabilities (net) - - - Financial Lease Payables (net) - - -

Prospectus

31.12.2003 31.12.2004 31.12.2005 Other Financial Liabilities (net) - - - Trade Payables (net) - - 68.600 Due to Related Parties (net) - - - Advanced Received - - - Provision for Liabilities 1.833.334 2.600.036 4.451.678 Deferred Tax Liabilities 1.255.644 - - Other Liabilities (net) 45.884 50.488 98.997 Other Long Term Liabilities 3.134.862 2.650.524 4.619.275 Total Liabilities 653.103.236 678.177.852 1.111.448.448 Minority Interest 6.700.793 8.488.062 11.868.090 Shareholders Equity Share Capital 50.000.000 100.000.000 200.000.000 Investment and Share Capital Eliminating Adjustment - - - Capital Reserves 70.360.228 49.497.698 -

Premium in Access of Par - - - Profit on Cancelled Shares - - - Revaluation Fund - - - Financial Assets Fair Value Reserve - - - Equity Restatement Differences 70.360.228 49.497.698 -

Profit Reserves 6.993.990 7.293.125 3.786.138 Legal Reserves 4.598.305 7.293.125 1.582.497 Statuary Reserves - - - Extraordinary Reserves 2.392.987 - 2.203.641 Special Reserves - - - Income from Sale of Investment and Property to be Added to Share Capital

2.698 - -

Foreign Currency Translation Differences - - - Period Profit/Loss 58.801.032 48.362.174 *93.966.002 Previous Year’s Profits /Losses (5.488.012) 23.876.415 25.243.274 Total Shareholders Equity 180.667.238 229.029.412 322.995.414 Total Shareholders Equity and Liabilities 840.471.267 915.695.326 1.446.311.952

The consolidated financial tables that belong to the years 2003 and 2004 were approved at the Board of Directors Meeting dated 15 August 2005 and were signed by Ahmet Kele�o�lu, Mustafa Sonay Gürgen and Nazım Karpuzcu on behalf of Board of Directors. The consolidated financial tables that belong to 2005 were approved at the Board of Directors Meeting dated 27 February 2005 and were signed by Ahmet Kele�o�lu, Mustafa Sonay Gürgen, Nezahat Kele�o�lu, Nazım Karpuzcu, Mehmet Yılmaz, �. Haluk Ö�ütçü and Ali Akcan on behalf of Board of Directors. 2. Corporation’s consolidated income statements as of 31 Dec. 2003, 31 Dec. 2004 and 31 Dec. 2005: (Unless otherwise specified, amounts are given in terms of New Turkish Lira (“YTL”) with the purchasing power of Turkish Lira as of 31 Dec 2004): 31.12.2003 31.12.2004 31.12.2005 Operating Income

Sales (net) 1.845.032.070 1.916.264.503 *2.756.287.238 Cost of Sales (-) (1.626.662.733) (1.712.371.339) *(2.479.674.690) Gross Operating Profit/Loss 218.369.337 203.893.164 276.612.548 Operating Expenses (-) (97.114.221) (107.051.833) (133.630.310) Operating Profit/Loss 121.255.116 96.841.331 142.982.238 Other Operating Income and Profits 3.321.316 5.175.738 7.616.703 Other Operating Expenses and Losses (-) (4.470.305) (6.122.526) (11.376.125) Financial Expenses (net) (36.504.785) (24.174.013) *2.913.697 Expenses from Subsidiaries (-) - - - Ordinary Income/Loss 83.601.342 71.720.530 *142.136.513

Prospectus

Monetary Gain/Loss 4.426.517 4.515.145 - Profit /Loss Before Taxes 88.027.859 76.235.675 *142.136.513 Taxes (-) (27.715.244) (26.086.232) (44.790.483) Profit /Loss Before Minority Income/Loss 60.312.615 50.149.443 *97.346.030 Minority Income (1.511.583) (1.787.269) (3.380.028) Current Period Net Income/Loss 58.801.032 48.362.174 *93.966.002 Earnings Per Share (in terms of New Turkish Kuru� - YKr)

58,8 48,4 47

Explanation for rediscount application in Selçuk Ecza Deposu Ticaret ve Sanayi A.�. public offering circular for periods 2004 and 2005, prepared by Engin Serbest Muhasebecilik Mali Mü�avirlik A.�.: The Company’s financing expenses due to term payment purchases in the accounting periods of January 1 – December 31, 2003 and 2004 have been eliminated from trade payables item in the balance sheet and added to related periods inventory expenses, cost of sales and financial expenses. The Company’s financing expenses of 18.339.016.- YTL calculated as rediscount amount between balance sheet date and the due date of term payment purchases in the accounting period January 1- December 31, 2005 of this Prospectus has been deducted from trade payables and added to financial expenses, but not to inventory and cost of sales. With respect to the CMB decision on Company’s IPO, if the Company’s financing expenses due to term payment purchases in the accounting periods of January 1 – December 31, 2005 had been associated to inventory as it had been in the prior accounting periods, the inventory balance in 31 December 2005 balance sheet would have been 13.165.309 YTL less and thus net profit after tax would have be 8.713.898 YTL less. Besides these, cost of sales account would have been 18.042.430 YTL less and financial expense account would have been 12.868.723 YTL more. The Company’s financial income due term sales in the accounting periods of 1 January – 31 December 2003 and 2004, has been separated from trade receivables and reflected to sales and financial income of relevant years. The rediscount of 25.295.280 YTL due to trade receivables term date and balance sheet date has been prospectus has been associated with financial expenses. In case the trade receivables rediscount in 1 January - 31 December 2005 had been associated in sales and financial income, sales account would have been 36.672.436 YTL less and financial income account would have been 11.377.156.- YTL more. Thus, this approach would be creating a classification difference, but it would not be affecting the profits. 3. Profit Distribution Tables of Last Three Years: 2003 2004 2005 a) Current Period Net Income/Loss 78.503.794 66.720.858 141.331.381 b) Previous Year’s Profits /Losses c) Taxes Payable -Corporate Tax 22.648.031 36.459.929 22.648.031 -Income Tax Payment -Other Taxes d) First Order Legal Reserves 3.925.190 11.787.282 e) Net Distributable Profit 49.971.219 44.072.827 93.084.170 f) First Dividend for Share Holders g) Dividend for White-collars and Blue-collars

h) Dividend for Board of Directors i) Second Dividend for Share Holders j) Second Order Legal Reserves k) Statutory Reserves l) Special Reserves m) Extraordinary Reserves The Company’s obligation for the fulfilment of sparing the necessary statuary reserves due to not sparing it (which is wrong according to TCC 446/3), but adding it to paid in capital in 2005 (a portion of 7.374.186.260.000 capital increase), has been completed from the 2005 profits, by sparing 6.426.579,61 YTL extra statuary reserves.

Prospectus

At 2005 General Assembly meeting held on 9 March 2006, Selçuk Ecza has decided that after the taxes have been paid and statuary reserves have been legally separated, the remaining balance shall not be distributed , but shall be spared as extraordinary reserves. During IPO applications, it has been noted that the Company has not reserved statuary reserves for accounting year 2004. It has been acknowledged to the Company that this statuary reserves should be spared in the first year the Company reaches profit. Thus, the Company will be reserving the necessary statuary reserves in the first coming year that the company reaches necessary profits. 4. Information per Share (1 Share = 1.-YTL) 2003 2004 2005 a) Number of Shares 100.000.000(***) 100.000.000(***) 200.000.000(****) b) Book Value of 1 Share (YTL) 1 1 1

c) Net Profit per Shares - Common Stock d) Corrected Net Profit per Share (as YKr) (*)

58,8(***) 48,4(***) 47(***)

(*) The formula that was used to calculate Net Corrected Profit per Share

= Corrected Net Profit/ Weighted Average of the

Shares throughout the Year

= Corrected Net Profit/ Weighted Average of the

Shares throughout the Year

= Corrected Net Profit/ Weighted Average of the Shares throughout

the Year

d) Dividend per Share - - - - Common Stock - As Cash - As Shares - As Preference Share - As Cash - As Shares e) Corrected Dividend per Share (**) - - -

(**) Formula used to calculate the corrected dividend per share:

(***) It defines the status as of 31 December 2004. (****) It defines the status as of 31 December 2005. The dividend sections are not completed as no dividend has been distributed as of 31 December 2003, 2004 and 2005. 5. Corporation’s Cash Flow Statements: (Unless otherwise specified, amounts are given as New Turkish Lira (“YTL”) with the purchasing power of Turkish Lira as of 31 Dec 2004): 31.12.2003 31.12.2004 31.12.2005 Cash Flows Due From Operating Activities Profit Before Taxes 88.027.859 76.235.675 142.136.513 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities

Depreciation and Amortization 7.164.420 7.681.013 8.355.926 Employee Termination Benefits Provision 1.182.385 1.871.074 1.851.642 Interest Income (789.655) (26.743) (35.084) Interest Expense 14.666.883 11.651.063 15.543.480 Operating Income Before Changes in Assets And Liabilities Related with Operating Activities

110.251.892 97.412.082 167.852.477

Changes in Assets and Liabilities

Prospectus

Change in Short-term Trade Receivables (76.619.336) 3.638.723 (425.069.669) Change in Long-term Trade Receivables (258.556) 30.059 143.356 Change in due from related parties (356.080) (401.889) 363.511 Change in Inventories (328.834) (62.313.817) (95.202.717) Change in Other Current Assets (18.633.275) (30.284.297) (10.718.168) Change in Other Non - current Assets (11) (12.692) (104.861) Change in Short-term Trade Payables 92.994 34.841.582 281.973.407 Change in Long-term Trade Payables - - 68.600 Change in Due to Related Parties Balance 10.330.247 (6.093.292) (3.419.574) Change in Provisions 5.533 57.470 625.922 Change in Other Liabilities 8.556.368 1.368.864 (5.976.416) Change in Advances Taken (14.481.829) (11.353.166) (30.123.354) Net Cash Provided by Operating Activities 18.559.113 26.889.627 (119.587.486) Cash Flows From Investing Activities Acquition/Disposal of Property, Plant And Equipment And Intangible Assets, Net

(11.699.262) (13.500.979) (15.480.387)

Change in Available for Sale Financial Assets - (8.691.682) 8.691.682 Acquisition/Disposal of Financial Assets - - 444 Net Cash Provided by (used in) Investing Activities (11.699.262) (22.192.661) (6.788.261) Cash Flows From Financing Activities Increase / (decrease) in Financial Liabilities (net) 19.409.269 5.637.726 144.091.895 Interest Paid-Received,net (13.877.228) (11.624.320) (15.508.396) Dividens Paid (6.981.643) - - Net Cash Provided By (used in) Financing Activities (1.449.602) (5.986.594) 128.583.499 Net Increase/(decrease) in Cash and Cash Equivalents 5.410.249 (1.289.628) 2.207.752 Cash and Cash Equivalents at Beginning of Period 6.496.957 11.907.206 10.617.578 Cash and Cash Equivalents at End of Period 11.907.206 10.617.578 12.825.330 6. Statements of Changes in Equity for the Years 2003, 2004 and 2005: (Unless otherwise specified, amounts are given as New Turkish Lira (“YTL”) with the purchasing power of Turkish Lira as of 31 Dec 2004. No inflation adjustment has been made for 31 December 2005 financial statements):

CapitalShare Capital Restatement Differences

Legal Reserves

Extraordinary Reserves

Income from the Sale of Investment

Shares and Property to be Added to Share

Capital

Previous Years

Income/Loss

Net Period Income Total Total Equity

1 Ocak 2003 25.000.000 65.510.088 1.400.818 945.326 2.698 35.988.919 - 35.988.919 128.847.849Transfers - 4.850.140 3.197.487 26.447.661 - (34.495.288) - (34.495.288) -Increase in Capital 25.000.000 - - (25.000.000) - - - - -Dividend - - - - - (6.981.643) - (6.981.643) -6.981.643Net Income for the Year - - - - - - 58.801.032 58.801.032 58.801.03231 Aralık 2003 50.000.000 70.360.228 4.598.305 2.392.987 2.698 (5.488.012) 58.801.032 53.313.020 180.667.238

1 Ocak 2004 50.000.000 70.360.228 4.598.305 2.392.987 2.698 (5.488.012) 58.801.032 53.313.020 180.667.238Increase in Capital 50.000.000 2.063.727 - (28.781) - (52.034.946) - (52.034.946) -

Transfer to Legal Reserves from Sale of Fixed Assets - 50.940 - 1.230.369 - (1.281.309) - (1.281.309) -Transfers - (22.977.197) 2.694.820 (3.594.575) (2.698) 82.680.682 (58.801.032) 23.879.650 -Net Income for the Year - - - - - - 48.362.174 48.362.174 48.362.17431 Aralık 2004 100.000.000 49.497.698 7.293.125 - - 23.876.415 48.362.174 72.238.589 229.029.412

Capital Reserves Profit Reserves Accumulated Profit

Prospectus

CapitalShare Capital Restatement Differences

Legal Reserves

Extraordinary Reserves

Income from the Sale of Investment

Shares and Property to be Added to Share

Capital

Previous Years

Income/Loss

Net Period Income Total Total Equity

1 Ocak 2004 50.000.000 70.360.228 4.598.305 2.392.987 2.698 (5.488.012) 58.801.032 53.313.020 180.667.238Increase in Capital 50.000.000 2.063.727 - (28.781) - (52.034.946) - (52.034.946) -Transfer to Legal Reserves from Sale of Fixed Assets - 50.940 - 1.230.369 - (1.281.309) - (1.281.309) -Transfers - (22.977.197) 2.694.820 (3.594.575) (2.698) 82.680.682 (58.801.032) 23.879.650 -Net Income for the Year - - - - - 48.362.174 48.362.174 48.362.174

31 Aralık 2004 100.000.000 49.497.698 7.293.125 - - 23.876.415 48.362.174 72.238.589 229.029.412Increase in Capital 100.000.000 (49.497.698) (5.710.628) - - (44.791.674) - (44.791.674) -Transfers - - - 2.203.641 - 46.158.533 (48.362.174) (2.203.641) -Net Income for the Year - - - - - 93.966.002 93.966.002 93.966.00231 Aralık 2005 200.000.000 - 1.582.497 2.203.641 - 25.243.274 93.966.002 119.209.276 322.995.414

Capital Reserves Profit Reserves Accumulated Profit

B. CORPORATION’S REMARKS ABOUT FINANCIAL TABLES PREPARED IN ACCORDANCE W�TH THE LEGISLAT�ON RULES OF SERIAL XI AND NO. 25 REGARDING “THE ACCOUNTING STANDARDS AT THE CAPITAL MARKETS” 1. a) Basis of Presentation of Financial Statements of 2003 and 2004 Accounting standards The Company and its Subsidiary maintains its books of account and prepares its statutory financial statements in New Turkish lira in accordance with the accounting and reporting principles published by the Capital Markets Board (“CMB”), the Turkish Commercial Code (the “TCC”) and Turkish Tax Legislation. These financial statements are based on the statutory records, which are maintained under the historical cost convention with adjustments and reclassifications for the purpose of fair presentation in accordance with CMB Communiqué XI/25 “Communiqué Regarding Accounting Standards in Capital Markets” (“Communiqué”) dated 15 November 2003. These consolidated financial statements and notes to consolidated financial statements are prepared in compliance with the formats required by the CMB announcement dated 20 December 2004. The Communiqué came into effect for the first interim financial statements ending after 1 January 2005. Accordingly, the Company prepared its consolidated financial statements at 31 December 2004 and 2003 retrospectively in accordance with the Communiqué. Financial reporting in hyperinflationary periods Section 15 of the Communiqué “the Preparation of the Financial Statements in Hyperinflationary Periods” (“Inflation Communiqué”) requires that in cases where currencies of hyperinflationary economies are used, the financial statements prepared in accordance with the generally accepted accounting standards issued by the CMB be prepared on the basis of current purchasing power of Turkish Lira at the preparation date of the balance sheets, and the previous period statements be restated using the same values for comparative purposes. In accordance with this the inflation Communiqué, hyperinflationary period begins as of the current annual accounting period, in case the price index at the annual balance sheet date, exceeds by over 100% the price index at the beginning of the previous three accounting periods including the related accounting period, and if price index figure at the relevant balance sheet date has increased by 10% in comparison with that at the beginning of the accounting period. In addition, even if the rise in the price indices are not to the same extent as the above-mentioned level, if there are indications of a hyperinflationary situation, such as people keeping savings in foreign currency and the determination of goods and services prices over foreign currency bases, the Inflation Communiqué can be put into effect. In the meeting numbered 11/367 on 17 March 2005, CMB announced that according to the latest data by the Central Bank of Turkey, the inflation rate was estimated as 8% for the year 2005, 7,7% for the following 12 months and 35,7% for the 3 year cumulative. As a result of these estimations, CMB declared that it was not required for companies operating in Turkey and preparing financial statements in accordance with generally accepted accounting principles issued by the CMB to apply inflation accounting for the periods beginning after January 2005.

Prospectus

These consolidated financial statements are expressed in New Turkish Lira in terms of the purchasing power of Turkish Lira at 31 December 2004. The indices, conversion factors used to restate the opening balance sheet at 31 December 2004 and annual inflation rates for last three years are as follows: Conversion Cumulative three Yearly Dates Index Factor year inflation inflation 31 December 2004 8.403,8 1,000 69,7% 13,8% 31 December 2003 7.382,1 1,138 181,1% 13,9% 31 December 2002 6.478,8 1,297 227,3% 30,8% The main guidelines for the above mentioned restatement are as follows : - Monetary assets and liabilities that are carried at amounts current at the balance sheet date are not restated

because they are already expressed in terms of the monetary unit current at the balance sheet date. - Non-monetary assets and liabilities that are not carried at amounts current at the balance sheet date and

components of shareholders’ equity are restated by applying the relevant monthly conversion factors. Additions to property, plant and equipment and intangible assets in the year of acquisition are restated by applying the relevant monthly conversion factors.

New Turkish lira Through the enactment of the Law numbered 5083 concerning the “Currency of the Republic of Turkey” in the Official Gazette dated 30 January 2004, the New Turkish lira (“YTL”) and the New Kuru� (“YKr”) have been introduced as the new currency of the Republic of Turkey, effective from 1 January 2005. The hundredth part of the YTL is the YKr (1 YTL=100YKr). When the prior currency, Turkish lira (“TL”), values are converted into the YTL, one million TL is equivalent to one YTL (1 YTL). Accordingly, the currency of the Republic of Turkey is simplified by removing 6 zeroes from the TL. All references made to Turkish lira or lira in laws, other legislation, administrative transactions, court decisions, legal transactions, negotiable instruments and other documents that produce legal effects as well as payment and exchange instruments shall be considered to have been made to YTL at the conversion rate indicated as above. Consequently, effective from 1 January 2005, the YTL replaces the TL as a unit of account in keeping and presenting the books, accounts and financial statements. As stated in the announcement of the CMB dated 30 November 2004, financial statements for the period ended 31 December 2004, including the prior period financial data which will be used for comparison purposes, are to be presented in YTL, and prior period financial statements are to be presented in YTL, only for comparative purposes. Group accounting The consolidated financial statements include the accounts of the parent company, Selçuk Ecza, and its Subsidiary, As Ecza (collectively referred to as the “Group”) on the basis set out in sections (i) to (iv) below. The financial statements of the Subsidiary, As Ecza, have been prepared as of the date of the consolidated financial statements with adjustments and reclassifications for the purpose of fair presentation in accordance with the Communiqué and the accounting and presentation policies of Selçuk Ecza, including the restatement of financial statements to the current purchasing power of Turkish lira. (i) The Subsidiary is the Company in which the Company has the power to control the financial and operating

policies for the benefit of the Company either (a) through the power to exercise more than 50% of voting rights relating to shares in the companies as a result of shares owned directly and indirectly by itself; or (b) although not having the power to exercise more than 50% of the voting rights, through the exercise of an actual dominant influence over the financial and operating policies.

The Company’s direct and indirect control over its Subsidiary, As Ecza, is 80%.

(ii) The balance sheets and the statements of income of the Subsidiary are consolidated on a line-by-line basis

and the carrying value of the investment held by the Company and its Subsidiary is eliminated against the related shareholders’ equity. Intercompany transactions and balances between the Company and its

Prospectus

Subsidiary are eliminated on consolidation. The cost of, and the dividends arising from, shares held by the Company in its Subsidiary are eliminated from shareholders' equity and income for the year, respectively. The Subsidiary is consolidated from the date on which control is transferred to the Company.

(iii) Available-for-sale equity investments in which the Company has a direct or indirect interest below 20%, or

above 20% over which the Company does not exercise a significant influence, or which are immaterial and do not have quoted market prices in active markets and whose fair values cannot be measured reliably, are carried at cost less any provision for diminution in value (Note 16).

(iv) The minority shares in the net assets and operating results of the Subsidiary are separately classified in the

consolidated balance sheets and statements of income as “minority interest”. Certain shareholders of Selçuk Ecza family members and companies controlled by them have interests in the share capital of the Subsidiary. In the consolidated financial statements, the interests of these members and companies controlled by them are treated as minority interest and are not included in the Company's net assets and profits (Note 24).

Comparative information and restatement of prior period financial statements Comparative figures are reclassified, where necessary, to conform to changes in presentation in the current year so that the reclassification will result in a more appropriate presentation of events or transactions. Offsetting Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. 1. b) Basis of Presentation of Financial Statements of 2005 Accounting standards The Company and its subsidiary located in Turkey maintain their books of account and prepare their statutory financial statements in local currency (YTL) in accordance with the Turkish Commercial Code and Turkish Tax Legislation. These financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with Capital Market Board Communiqué No. XI/25 with respect to “Financial Reporting Standards in Capital Markets” dated 15.11.2003. The accompanying financial statements and notes were prepared in accordance with the reporting formats prescribed by the Capital Market Board in its announcement dated 20.12.2004 and required to be adopted by quoted companies. Financial reporting in hyperinflationary periods Section 15 of the Communiqué “which sets out the rules for preparing the financial statements in hyperinflationary economies requires that in cases where currencies of hyperinflationary economies are used, the financial statements prepared in accordance with the generally accepted accounting standards issued by the CMB be prepared on the basis of current purchasing power of Turkish Lira at the preparation date of the balance sheets, and the previous period statements be restated using the same values for comparative purposes. In accordance with this the inflation Communiqué, hyperinflationary period begins as of the current annual accounting period, in case the price index at the annual balance sheet date, exceeds by over 100% the price index at the beginning of the previous three accounting periods including the related accounting period, and if price index figure at the relevant balance sheet date has increased by 10% in comparison with that at the beginning of the accounting period. In addition, even if the rise in the price indices are not to the same extent as the above-mentioned level, if there are indications of a hyperinflationary situation, such as people keeping savings in foreign currency and the determination of goods and services prices over foreign currency bases, the Inflation Communiqué can be put into effect. The financial statements as of 31.12.2004 were adjusted for inflation effects based on the Capital Market Board Communiqué No: XI/25, Section 15 in order to present the changes in the purchasing power of the Turkish currency. Capital Market Board made an announcement on 18.3.2005 with respect to application of Section 15 and stated that as of 31.12.2004the cumulative wholesale price index for the last three years published by the SSE rate was realized as 69,72%, that for the last year as 13,84%, that as of February on a monthly basis was - 0,9 %and - 0,02 % and on the basis of inputs provided by the Central Bank the inflation rate expected for 2005 year end was 8%,

Prospectus

for the coming 12 months 7,7% and the three year cumulative inflation rate with respect to the expected rate for 2005 was 35,7%. It was further stated that considering available objective criteria the economy had ceased to be hyperinflationary and factors characterizing the existence of hyperinflation were eliminated to a large extent and that the preparation and presentation of financial statements in accordance with that standard should be discontinued for the year 2005. Based on this resolution the financial statements as of 31.12.2005 were not been restated and all amounts expressed in the measuring unit current at 31.12.2004 were treated as the basis for the carrying amounts in the subsequent period financial statements. The main guidelines for the restatement of the financial statements as of 31.12.2004in accordance with Capital Market Board Communiqué No: XI/25, Section 15 were follows: - The financial statements of the prior year, including monetary assets and liabilities reported therein, which were previously reported in terms of the measuring unit current at the end of that year are restated in their entirety to the measuring unit current for the year ended 31.12.2004. - Monetary assets and liabilities reported in the balance sheet as of 31.12.2004 are not restated because they are already expressed in terms of the monetary unit current at that balance sheet date. - The inflation adjusted share capital was derived by indexing cash contributions, dividends reinvested, transfers from statutory retained earnings and income from sale of investments and property, transferred to share capital from the date they were contributed and registered so. - Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date and other components of equity (except for the statutory revaluation adjustment which is eliminated) are restated by applying the relevant conversion factors. - All items in the income statement are restated by applying appropriate average conversion factors with the exception of depreciation, amortization, gain or loss on disposal of non-monetary assets (which have been calculated based on the restated gross book values and accumulated depreciation/amortization). - The effect of general inflation on the net monetary position is included in the income statement as monetary gain (loss). As of 31.12.2004 the restatement was calculated by means of conversion factors derived from the Turkish countrywide wholesale price index published by the State Institute of Statistics (with the index beginning in 1994 at 100). Such index and the conversion factors used to restate the accompanying financial statements are given below: Date Index Conversation Factor 31.12.2004 8.403,80 1,000 31.12.2003 7.382,10 1,138 31.12.2002 6.478,80 1,297 Measurement currency, reporting currency In accordance with Law No. 5083 in respect of “the Currency of the Turkish Republic” published in the Legal Gazette dated 31 January 2004, numbered 25363, which came into force from 1 January 2005, a new local measurement and reporting currency unit has been introduced as YTL and YKR and one YTL is equal to 100 YKR. Turkish Lira (TL) currency units formerly used have been converted to new Turkish Liras (YTL) at the rate of 1,000,000 TL= 1 YTL. Both notes and coins of the former (TL)as well as the new currency units (YTL) will be in circulation during 2005. According to the resolution of the Capital Market Board dated 30 November 2004, numbered 47/1566, all financial statements which will be publicly declared as of 31 December 2004 or else relating prior periods (including those with a different fiscal year end or referring to an interim period) and the comparatives presented, will be prepared in terms of YTL. Hence the accompanying prior year financial statements have been presented on the basis of YTL for comparison purposes only. Basis of Consolidation The subsidiary included in consolidation and the shareholding percentage at 31.12.2005 and 2004 is set out below:

31.12.2005 31.12.2004 Name of consolidated entity Effective rate of ownership Effective rate of ownership As Ecza Deposu Ticaret A.�. 80 % 80% The consolidated financial statements include the accounts of the parent company, Selçuk Ecza, and its Subsidiary, As Ecza (collectively referred to as the “Group”) and have been prepared by combining the financial

Prospectus

statements of the Parent and its subsidiary line by line by adding together like items of assets, liabilities, equity, income and expenses. The Subsidiary is the Company in which the Company has the power to control the financial and operating policies for the benefit of the Company either through the power to exercise more than 50% of voting rights relating to shares in the companies as a result of shares owned directly and indirectly by itself; or although not having the power to exercise more than 50% of the voting rights, through the exercise of an actual dominant influence over the financial and operating policies. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The basis of consolidation is set out below: a)The balance sheets and the statements of income of the subsidiary are consolidated on a line-by-line basis and the carrying value of the investment held by the Parent Company and its subsidiary is eliminated against the related shareholders’ equity. b)Intra-group balances and transactions including income, expenses and dividends are eliminated in full. c) Profits and losses arising from intra-group transactions that are recognized in current and non-current assets are eliminated in full. d)Minority interest in the net assets of the consolidated subsidiary are identified separately from the parent shareholders equity and classified as “minority interest”. The financial statements of the parent and the subsidiary have been prepared as of the date of the consolidated financial statements with adjustments and reclassifications for the purpose of fair presentation in accordance with the Communiqué. Off-Setting Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle on a net basis, or realize the asset and liability simultaneously. 2. In case the partnership has the responsibility to prepare consolidated financial tables: a) Commercial titles and central addresses of financial fixed assets’ in the scope of consolidation: As Ecza Deposu Ticaret A.S., the subsidiary of Selcuk Ecza Deposu Sanayi ve Ticaret A.S., whose central address is Mahmutbey Mah. Mostar Koprusu Cad. Bilici Sok. No:5/1 Bagcilar – Istanbul. b) Commercial titles and central addresses of financial fixed assets’ that are not in the scope of consolidation and reasons for their exclusion from the consolidation: NONE c) Brief explanation of consolidation groundworks: Explained in 1. section. d) Share and value of minority interest: Share of As Ecza Deposu Ticaret A.S. excluding Selcuk Ecza Deposu Sanayi ve Ticaret A.S. is 20% and the value of the share is 11.868.090.-YTL.* * SELCUK ECZA HOLDING has decided to sell its 19,995% shares in As Ecza Deposu Ticaret A.�. to SELÇUK ECZA in 2006 and SELCUK ECZA has decided to buy 19,995% shares of As Ecza Deposu Ticaret A.�. from SELCUK ECZA HOLDING in 2006. Related explanation regarding to decision has been detailed under VIII. Information About Group section 12. 3. Depreciation expenses and amortization (YTL): 31.12.2003 31.12.2004 31/12/2005

Total Depreciation Expenses: - Within Cost of Sales - Within Operating Expenses 6.727.546 7.026.153 8.018.248 - Non-working Section Expenses Amortization 436.874 654.860 337.678 TOTAL 7.164.420 7.681.013 8.355.926

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4. Rediscount and Provision Expenses (YTL): Rediscount Expenses 31.12.2003 31.12.2004 31.12.2005* Unearned financial income 132.604.949 97.467.196 91.689.716 Unearned financial expense (159.218.605) (111.619.272) (75.980.029) TOTAL (26.613.656) (14.152.076) 15.709.687 (*) The Company’s rediscount policy and its effects has been described under section V. Information About Fınancial Status of the Prospectus. Provision Expenses 31.12.2003 31.12.2004 31.12.2005 Provisions for Doubtful Trade Receivables (3.452.082) (5.077.509) (8.217.965) Employment Termination Benefit Expense (1.182.385) (1.871.074) (2.867.326) Tax Provisions (27.715.244) (26.086.232) (44.790.483) TOTAL (32.349.711) (33.034.815) (55.875.774) 5. Financial expenses and exchange rate differences (YTL): 31.12.2003 31.12.2004 31.12.2005 a)Financial Expenses i) For Manufacturing Costs None None None - For Independent Financial Advisor - Remaining at Stocks ii) For Fixed Assets Cost None None None iii)Considered Directly as Expenses* (14.666.883) (11.651.063) (15.543.480) TOTAL (14.666.883) (11.651.063) (15.543.480) b) Exchange Rate Differences i) For Manufacturing Costs None None None - For Independent Financial Advisor - Remaining at Stocks ii) For Fixed Assets Cost None None None iii) Considered Directly as Expenses (265.994) (403.848) (4.509.351) TOTAL (265.994) (403.848) (4.509.351) c) General i) For Manufacturing Costs None None None - For Independent Financial Advisor - Remaining at Stocks ii) For Fixed Assets Cost None None None iii) Considered Directly as Expenses TOTAL None None None Share of shareholders, affiliates and subsidiaries in financial expenses (Will be stated separately in terms of the Corporation, affiliate and subsidiary)

* Interest expenses of short-term credits **Selcuk Ecza Holding A.S. provides financing without interest to the Group.

� (YTL) 31.12.2003 31.12.2004 31.12.2005

6. Employment termination benefit expense 1.182.385 1.871.074 2.867.326

7. Employment termination benefit paid 823.072 834.143 1.015.684

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8. Insurance premium debts to be paid None None None

9. Personel giderleri 51.804.083 62.090.261 76.118.538 10. a) The valuation, inventory and depreciation allocation methods applied to stocks and other balance sheet items and changes in these methods and other accounting policies compared to previous terms and the reason for these changes

There are no changes in the valuation, inventory and depreciation allocation methods applied to stocks and other balance sheet items, related subject is explained in details below

b) Monetary effect of changes NONE SUMMARY OF SIGNIFICANT ACCOUNTING/VALUATION POLICIES The significant accounting policies followed in the preparation of the consolidated financial statements are summarized below: Cash and cash equivalents Cash and cash equivalents include cash and amounts due from banks, and highly liquid investments with maturity periods of less than three months and with insignificant risk of diminish in value. Related parties For the purpose of these consolidated financial statements, shareholders, key management personnel and Board members, in each case together with their families and companies controlled by or affiliated with them and subsidiaries together with investments are considered and referred to as related parties. Transactions with the related parties have been explained under the financial table notes. Trade receivables Trade receivables that are created by the Group by way of providing goods or services directly to a debtor are carried at amortized cost. Short duration receivables with no stated interest rate are measured at original invoice amount unless the effect of imputing interest is significant. A credit risk provision for trade receivables is established if there is objective evidence that the Group will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted based on the original effective interest rate of the originated receivables at inception. If the amount of the impairment subsequently decreases due to an event occurring after the write-down, the release of the provision is credited to other income Credit finance income/charges Credit finance income/charges represent imputed finance charges on credit sales and purchases. Such income/charges are recognized over the period of credit sales and purchases, and included under financial income and expense. Financial assets Investment securities intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale. These are included in noncurrent assets unless management has the intention of holding these investments for less than 12 months from the balance sheet date, or unless they will need to be sold to raise operating capital, in which case they are included in current assets. The appropriate classification of investments is determined at the time of the purchase and re-evaluated by management on a regular basis.

Prospectus

All investment securities are initially recognized at cost, being the fair value of the consideration given and including acquisition charges associated with the investment. The financial assets in which the Group has an interest below 20%, and that do not have quoted market prices in active markets and whose fair values cannot be measured reliably, are carried at cost, less any provision for diminution in value. These kind of financial assets are stated as ‘Available-for-sale investments’ by the Group. Financial assets and financial liabilities are recognized upon the transfer to/from the Company. The Group recognizes a financial asset or financial liability in its balance sheet when and only when it becomes a party to the contractual provisions of the instrument. The Group derecognizes a financial asset or a portion of financial asset when and only when it loses control of the contractual rights that comprise the financial asset or a portion financial asset. The Group derecognizes a financial liability when and only when a liability is extinguished that is when the obligation specified in the contract is discharged, cancelled and expires. Inventories Inventories are valued at the lower of cost or net realizable value. Cost of inventories is calculated on first in first out (“FIFO”) basis. Cost of inventories is composed of the purchase costs of goods. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Property, plant and equipment and related depreciation Property, plant and equipment as of 31 December 2004, due inflationary accounting effects, is carried at cost less accumulated depreciation and permanent loss of value (if any). Property, plant and equipment is depreciated on a straight-line basis with their approximate economic useful lives taken into consideration. The depreciation periods for property, plant and equipment, which approximate the economic useful lives of such assets, are as follows:

Years (2005) Years (until 31.12.2004) Land improvements 5 5 Buildings 50 50 Machinery and equipment 5 3-5 Motor vehicles 5 5 Furniture and fixtures 5 5-10 Leasehold improvements 5 3-5 No depreciation has been calculated for land since it has unlimited useful live. Intangible assets For an intangible asset to be recognized: It should be identifiable, there should be control over the asset in question, and there should be expected future economic benefits that are attributable to the asset. Intangible assets are expressed through first restating the already existing assets to adjust for inflation as of 31.12.2004, adding on the current year entries, and deducting accumulated amortization and impairment costs. Amortization of intangible assets is allocated on a systematic pro-rata basis using the straight-line method. Intangible assets including acquired rights, information systems and computer software are amortized over their estimated useful economic lives of 5 years. Impairment of Assets At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. If the recoverable amount of an asset (or cash-generating unit) determined as the higher of net sales or operational value, is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. Operational value is computed through discounting the cash flows derived from

Prospectus

operating the asset to the end of its useful life and adding on the salvage value. Impairment losses are recognized as an expense immediately. The impairment losses are reversed if in the following unless the relevant asset is land or buildings other than investment property carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Investment properties Land held for rental income and/or capital gains purposes rather than for the production or supply of goods and services, administrative purposes, or for sale during the normal course of business, is classified as investment property and carried at fair value. Finance leases Finance leases, where all the risks and returns associated with the ownership of the asset are to be transferred to the group, are capitalized at the inception date of the lease, at the lower of the fair value of the leased property after tax advantages or incentives have been deducted, and the present value of the lease payments. Principal lease payments are recorded as payables and are reduced as paid; the interest element is charged to the statement of income as expense during the lease period. Property, plant and equipment acquired under finance leases are depreciated over the useful life of the asset. Borrowing costs Bank borrowings are recognized initially at proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using the effective yield method; any difference between proceeds, net of transaction costs, and the amortized cost is recognized in the income statement over the period of the borrowings. Borrowing costs are charged to the income statement when they are incurred. Taxation The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realized. Deferred tax is charged or credited to profit or loss. Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the

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Group intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets or liabilities are categorized as long term in the financial statements. . Reserve for Employment Termination Benefits In accordance with the law, the Group is required to make a certain amount of lump-sum termination payment to each employee whose employment is terminated due to retirement or for reasons other than resignation or misconduct. The payment amounts in question are calculated using the employee termination benefit ceiling, set by the government, for the relevant financial year. The provision for employement termination benefits is booked in the accompanying financial statements as the amount corresponding to the net present value of the entire future retirement liability to the personnel. Pension Fund The Group does not have any pension fund. Foreign currency transactions Foreign currency transactions are translated at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into Turkish lira at bid exchange rates of the Central Bank as at balance sheet dates. Exchange gains or losses arising from settlement and translation of foreign currency items are included in the consolidated statement of income. Revenue recognition Revenue is the invoiced value of goods and services. Revenues are recognized on an accrual basis, at the fair value of the received or the receivable amount, provided that the delivery or the acceptance of goods and services have occured, the risks and benefits associated with the goods have been transferred, the amount of revenue is reliably determined, and that the flow of the economic benefits associated with the transaction to the Group is probable. The significant risks and benefits in sales are transferred when the goods are delivered or legal proprietorship is transferred to the customer. Interest income is recognized in the income statement on an accrual basis, and the amount to be accrued is determined by considering the current interest rate and the relevant effective futıure interest rate. Net sales represent the invoiced value of the delivered goods less sales returns. If there is a significan amount of financing costs included within sales, then the fair value is determined by discounting all future receipts using the imputed rate of interest. The difference between the fair value and the nominal amount is recognized on an accrual basis as financial income. Financial instruments and financial risk management Credit risk Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements. The majority of the trade receivables are from pharmacies and hospitals. The Group closely follows the risk arising from the transactions with the pharmacies and hospitals through sales representatives and region managers, and there are risk limits set for each counterparty. Funding risk The ability to fund the existing and prospective debt requirements is managed by maintaining the availability of adequately committed funding lines from high quality lenders. Interest rate risk The Group is exposed to interest rate risk through interest bearing liabilities and assets. These exposures are managed by through natural hedges as interest rate sensitive assets and liabilities balance each other. Foreign currency risk The Group is exposed to foreign exchange risk through the impact of rate changes at the times of translation of foreign currency denominated assets and liabilities to local currency. These risks are monitored and limited by the analysis and control of foreign currency positions. Fair value of financial instruments

Prospectus

Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price. The estimated fair values of financial instruments have been determined by the Group, using available market information and appropriate valuation methodologies. However, judgment is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Group could realize in a current market exchange. The following methods and assumptions are used in the estimation of the fair value of the financial instruments for which it is practicable to estimate fair value: Monetary assets The fair values of balances denominated in foreign currencies, which are translated at year-end exchange rates, are considered to approximate carrying value. The fair values of certain financial assets carried at cost, including cash and cash equivalents are considered to approximate their respective carrying values due to their short-term nature. The carrying values of trade receivables along with the related allowances for bad debt are estimated to be at their fair values. Monetary liabilities The fair value of bank loans and other monetary liabilities are considered to approximate their respective carrying values due to their short-term nature. Provisions, contingent liabilities and contingent assets Provisions are recognized if and only if there is a liability from the past (legal or structural) that is presently standing, an outflow of economic resources from the Group due to this liability is thought to be strongly probable and if the size (amount) of the liability can be estimated with confidence. In cases where time value of money is material, the provisions are reflected in the books at a discounted value, using a pre-tax discount rate that brings the future probable expenses to their present market values and also accounts for risks unique to the liabillity, if neccessary. Contingent liabilities and assets are not included in the financial statements but are explained under the foot notes of the financial statements. For those items treated as contingent liabilities, if the future outflow of resources bearing economic benefits becomes probable, the contingent liability is transferred into the financial statements as a provision at the time of the change in probability, unless the amount to be provided for cannot be estimated with confidence. Earnings per share Earnings per share disclosed in the statement of income are determined by dividing net income by the weighted average number of shares outstanding during the year concerned. In Turkey, companies can increase their share capital by making a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings. For the purpose of earnings per share computations, the weighted average number of shares in existence during the year has been adjusted in respect of bonus shares issued without a corresponding change in resources, by giving them a retroactive effect for the year in which they were issued and for each earlier year, as if the event had occurred at the beginning of the earliest period reported. . 11. If applicable, reasons for the absence of inventory count

Inventory counts are realized regularly by Company at every balance sheet period. Independent audit company could not attend the physical counting of the inventories of the terms 31 December 2002 and 2003 for they were recruited later on.

12. Liens or collaterals on assets: NONE Collaterals the Company gave are explained in section 15. 13.Total insurance worth of the active value:

Prospectus

a) For the period covering 01.01.2005-31.12.2005 Type of asset subject to insurance

Insurance company

Value of insurance (YTL)

Book Value Beginning of insurance coverage

Ending of insurance coverage

Buildings Vehicles Fixtures, Machines and Equipments Inventories

Koc Allianz

15.125.000 29.308.003 16.775.000

221.500.000

23.663.262 36.932.084 20.232.426

300.385.238

1.1.2005 1.1.2005 1.1.2005 1.1.2005

31.12.2005 31.12.2005 31.12.2005 31.12.2005

TOTAL 282.708.003 381.213.010 b) As of 28/02/2006 Type of asset subject to insurance

Insurance company

Value of insurance (YTL)

Book Value Beginning of insurance coverage

Ending of insurance coverage

Buildings Vehicles Fixtures, Machines and Equipments Inventories

Koc Allianz

17.350.000 26.625.953 17.900.000

258.000.000

24.135.940 26.943.260 18.000.000

291.476.142

1.1.2006 1.1.2006 1.1.2006 1.1.2006

31.12.2006 31.12.2006 31.12.2006 31.12.2006

TOTAL 319.875.953 360.555.342 14. Total amount of liens and collaterals collected for receivables: a) As of 31/12/2005; As of 31 December 2005, 1.018.000.-YTL was received from the pharmacies in the form of liens, 190.990.890.-YTL was received from the related parties in the form of collaterals, 6.810.515.-YTL was received in the form of cheques and notes, 2.966.901.-YTL was received in the form of collateral letters and 92.251.-YTL was received in the form of other collaterals. b) As of 28/02/2006; As of 28 February 2006, 1.568.000.-YTL was received from the pharmacies in the form of liens, 228.347.257-YTL was received from the related parties in the form of collaterals, 7.412.677.-YTL was received in the form of cheques and notes, 2.956.901.-YTL was received in the form of collateral letters and 92.251.-YTL was received in the form of other collaterals. 15. Total amount of provisions, commitments and contingent liabilities:

a) For the period covering 01.01.2005-31.12.2005; Total 36.193.468.-YTL Guarantees given to related parties 31.863.300

Guarantees given to suppliers 3.639.889 Other letters of guarantee 477.188 Guarantees given in tenders 132.091 Letters of guarantee 81.000

As of 31.12.2005 guarantees given to related parties comprise suretyship amounting to USD 6.000.000 (31.12.2004: USD 5.000.000) and 15,000,000 Euro (YTL 31.863.300 equivalent) in respect of the bank borrowings of Selçuklu Turizm ve �n�aat A.�. As of 31.12.2005, consignment liability of the Group equals to 19.916.439 YTL. These goods were received by the Group after the financial year.

Prospectus

The information about the ongoing lawsuits against the Company are explained at section 18. 16. Blocked deposits at banks: As of 31.12.2005 the Group has blocked deposits of YTL 2.595.375 arising from credit card collections. The average blockage period varies between 20 and 30 days from the collection date. As of 28.02. 2006 the blocked amount is 2.171.931,35 YTL, and the average blockage period varies between 20 and 30 days from the collection.. 17. Subsequent events : a) For the period covering 01.01.2005-31.12.2005 1 Items to be corrected i) Accounting errors and tricks detected after the

financial period NONE

Subject Amount Explanation ii) Change in costs of assets or sales revenues after the

financial period NONE

Subject Amount Explanation iii) Loss detection in assets after the financial period NONE

Subject Amount Explanation iv) Obtaining any information or document that shows

constant loss in values of Company’s affiliates (including the subsidiaries) after the financial period:

NONE

Explanation v) Obtaining new findings that effect the estimation of

net value of inventories: NONE

Explanation vi) Indebtor bankruptcy or anew negotiations with

indebtors NONE

Explanation vii) Receival of an insurance compensation or changes

in its legal status NONE

Explanation viii) Changes of tax rates: NONE

Explanation ix) Similar events: NONE

Subject Amount Explanation 2 Items to be explained: i) Mergers and acquisitions NONE Explanation ii) Changes at business structure, expansion or

contraction in operations or settlement of new business fields

NONE

Explanation iii) Loss in assets after the financial period: NONE

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Subject Amount Explanation iv) Capital increase and other issues of securities in

significant levels NONE

Subject Amount Explanation v) Purchase, sale or gain of tangible fixed assets in

significant levels NONE

Subject Amount Explanation vi) Strike or similar disagreements: NONE Explanation vii) Increase in employment termination benefit limits: PRESENT Explanation

1. In the board meeting held on 24.01.2006 it was resolved to open a branch in Denizli. 2. The retirement pay ceiling was set as YTL 1.770,63 per annum in effect from 01.01.2006. 3. In accordance with the Draft Corporation Tax Law published in the official internet site of Revenues General Directorate the corporation tax rate is planned to be enacted as 20% in effect from 01.01.2006. 4. Subsequent to the balance sheet date on 17.02.2006 the Company obtained a USD 10.000.000 working capital loan due on 24.02.2007 with a 5,75 % interest rate. b) As of 28.02.2006 1 Items to be corrected i) Accounting errors and tricks detected after the

financial period NONE

Subject Amount Explanation ii) Change in costs of assets or sales revenues after the

financial period NONE

Subject Amount Explanation iii) Loss detection in assets after the financial period NONE

Subject Amount Explanation iv) Obtaining any information or document that shows

constant loss in values of Company’s affiliates (including the subsidiaries) after the financial period:

NONE

Explanation v) Obtaining new findings that effect the estimation of

net value of inventories: NONE

Explanation vi) Indebtor bankruptcy or anew negotiations with

indebtors NONE

Explanation vii) Receival of an insurance compensation or changes

in its legal status NONE

Explanation

As employment termination benefit limit is amended in every 6 months, employment termination benefit is calculated over the upper limit of 1.770,63 YTL (1 January 2005; 1.648,90 YTL) as of 1 January 2006.

Similar Events: PRESENT Subject Amount Explanation

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viii) Changes of tax rates: NONE

Explanation ix) Similar events: NONE

Subject Amount Explanation 2 Items to be explained: i) Mergers and acquisitions NONE Explanation ii) Changes at business structure, expansion or

contraction in operations or settlement of new business fields

NONE

Explanation iii) Loss in assets after the financial period: NONE

Subject Amount Explanation iv) Capital increase and other issues of securities in

significant levels NONE

Subject Amount Explanation v) Purchase, sale or gain of tangible fixed assets in

significant levels NONE

Subject Amount Explanation vi) Strike or similar disagreements: NONE Explanation vii) Increase in employment termination benefit limits: NONE Explanation

1. In March, the Company opened the Kozanlı regional branch, operating under the Gaziantep main warehouse as a part of SELCUK ECZA, and the Basinsitesi regional branch, operating under the Karabaglar main warehouse as a part of As Ecza Deposu Ticaret A.S. 2. As of 07.03.2006, the Company obtained a 4.000.000 EUR working capital loan due on 14.03.2007, with %4,10 interest. 18. Information about contingent losses and profits

For the period covering 01.01.2005-31.12.2005 i) Ongoing lawsuits in which the Company is suer: Subject Amount Explanation Annulment 130.335 YTL A total of 7 lawsuits Compensation 7.000 YTL 1 lawsuit Annulment of Opposition 123.136 YTL A total of 5 lawsuits Receivable 55.504 YTL A total of 5 lawsuits Damage 21.532 YTL A total of 7 lawsuits Penalty 88.942 YTL A total of 7 lawsuits Nullity 0 YTL 1 lawsuit TOTAL 426.449 YTL ii) Ongoing lawsuits in which the Company is defendant *:

Similar Events: PRESENT Subject Amount Explanation

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Subject Amount Opposition 49.795 YTL A total of 2 lawsuits Annulment of title deed 5.100 YTL A total of 1 lawsuits Receivable 27.083 YTL A total of 3 lawsuits Job return 0 YTL 1 lawsuit Compensation 609.795 YTL A total of 25 lawsuits Accessory intervenor 219.000 YTL 1 lawsuit Negative clearance 274.131 YTL A total of 4 lawsuits TOTAL 1.184.903 YTL iii) Securities endorsed to sellers: NONE Subject Amount iv) Compensation demands in favor of the

Company:

Subject Amount Explanation Explained in section i above v) Compensation demands

against the Company

Subject Amount Explanation Explained in section ii above vi) Given guarantee letters and

mortgages AVAILABLE

Subject Amount Explanation The sum of compensation letters and bails is 36.193.468.-YTL vii) Any intention or preparation for

expropritaion: Necessary applications were made for the registry of the land in Samsun Teknepınarı.

Explanation viii) The Similar Events: NONE Subject Enforcements in favor of the Company 11.048.145 YTL A total of 392 lawsuits Enforcements against the Company 49.750 YTL 1 lawsuit

*Though the results of the lawsuits are not certain, an important obligation is not expected.

As of 28.02.2006 i) Ongoing lawsuits in which the Company is suer: Subject Amount Explanation Annulment 130.335 YTL A total of 7 lawsuits Compensation 7.000 YTL 1 lawsuit Annulment of Opposition 123.136 YTL A total of 5 lawsuits Receivable 55.504 YTL A total of 5 lawsuits Damage 21.532 YTL A total of 7 lawsuits Penalty 88.942 YTL A total of 7 lawsuits Nullity 0 YTL 1 lawsuit TOTAL 426.449 YTL ii) Ongoing lawsuits in which the Company is defendant *: Subject Amount Opposition 49.795 YTL A total of 2 lawsuits Annulment of title deed 5.100 YTL A total of 1 lawsuits Receivable 27.083 YTL A total of 3 lawsuits Job return 0 YTL 1 lawsuit Compensation 635.877 YTL A total of 28 lawsuits Accessory intervenor 219.000 YTL 1 lawsuit Negative clearance 461.626 YTL A total of 6 lawsuits TOTAL 1.398.481 YTL iii) Securities endorsed to sellers: NONE Subject Amount

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iv) Compensation demands in favor of the

Company:

Subject Amount Explanation Explained in section i above v) Compensation demands

against the Company

Subject Amount Explanation Explained in section ii above vi) Given guarantee letters and

mortgages AVAILABLE

Subject Amount Explanation The sum of compensation letters and bails is 45.098.630-YTL vii) Any intention or preparation for

expropritaion: Necessary applications were made for the registry of the land in Samsun Teknepınarı.

Explanation viii) The Similar Events: NONE Subject Enforcements in favor of the Company 11.048.145 YTL A total of 392 lawsuits Enforcements against the Company 49.750 YTL 1 lawsuit

*Though the results of the lawsuits are not certain, an important obligation is not expected. The other given guaarentees as of December 31st 2004 and 2005 explained in the 15th section.

19. Information about amendments on accounting estimations which have significant influence

on gross profit rates of the Company and related monetary effects: NONE

20. The breakdown of the subsidiaries and affiliates which own indirect capital and management contact with the Corporation, the name of the companies which take place among the subsidiaries and affiliates and their participation rates and amounts, the term profit and loss and net operating profit in the final financial reports of the mentioned companies, information whether the financial reports were prepared in accordance with the standards of CMB or not, whether they are subjected to independent audit or not and the type of independent audit report in terms of positive, negative and conditional opinions, the address of the main office, the capital commitment to the subsidiaries, reserves, the dividend that has been received or to be received in exchange for the owned share in the current year:

a) For the period covering 01.01.2005-31.12.2005

Trade Name

Scope of Operations

Central Address

Capital Participation to the Paid Capital

Capital Stock

Paid Capital (YTL)

(YTL) (%) Currency

Capital Commt. to Affiliates

(YTL) As Ecza Deposu Ticaret A.�.

Distribution of pharmaceuticals from manufacturers to hospitals and pharmacies

Mahmutbey Cad. Mostar Köprüsü Cad. Bilici Sok. No: 5/1 Ba�cılar/�ST.

40.000.000* 32.000.000* 80 YTL

Trade Name

Cost Last Year (YTL) Current Year Audited or

not Type of Opinion

Prospectus

Revaluation Fund

Reserves* Term Profit/Loss *

Net Operating Profit*

Dividend Received

Dividend to be Received

As Ecza Deposu Ticaret A.�. **

1.304.712,36 25.930.939,80

32.129.893,72 Not

*It expresses the amounts in Company’s legal financial statements. Detailed information is given in Section 12 of VIII. Group Information.

21. Information about the market values of the securities and financial fixed assets that are expressed in book values and information about the book values of the securities and financial fixed assets that are expressed in market values (for the period covering 01.01.2005-31.12.2005): NONE.

22. Information about whether there is a mutual participation at subsidiaries and / or affiliates or

not and if there is, the amounts and rates and recent amendments (for the period covering 01.01.2005-31.12.2005 ): NONE.

23. Amount of bonus shares received arising from the bonus issues in affiliates and subsidiaries:

27.200.000 bonus shares were received as a result of bonus issue of As Ecza Deposu Ticaret A.�.

24. Dividend policies of each affiliates:

Dividend will be distributed in line with the clauses of Turkish Trade Code.

25. Information about future nvestments of affiliates: NONE. 26. Payment schedules of medium and long term bank loans of the Company:

All bank loans of the Company are classifed in short term liabilities. a) For the period covering 01.01.2005-31.12.2005: NONE Name of bank

Amount of Credit

Currency Interest Payment Schedule

Rate Term Principal Interest a) For the period covering 01.01.2006-31.01.2006: NONE Name of bank

Amount of Credit

Currency Interest Payment Schedule

Rate Term Principal Interest

27. Foreign currency denominated assets and liabilities and rates for their conversion:

a) For the period covering 01.01.2005-31.12.2005

As of 31.12.2005, the foreign currency denominated assets and liabilities of the Group were translated into local currency by using the following rates:

USD Euro

31.12.2005 1,3418 1,5875

Prospectus

31/12/2005

USD Euro Other FE Total

Cash and Banks 438.477 48.932 10.160 497.569

Total Foreign Exchange Assets 438.477 48.932 10.160 497.569

Short Term Bank Loans (16.101.600) (37.782.500) - (53.884.100)

Total Foreign Exchange Liabilities (16.101.600) (37.782.500) - (53.884.100)

Net Foreign Exchange Position (15.663.123) (37.733.568) 10.160 (53.386.531)

28. Issued securities of the Company, excluding stocks, that have not been redeemed yet (for the period covering 01.01.2006-31.01.2006): NONE

29. Issued securities of the Company that have been redeemed ( Between 31.12.2004 and

31.12.2005): NONE 30. Name and amount of balance sheet items that are among the “other” items in finacial

statements that constitute 20% of the group it is belonged to or exceed 5% of the total assets (for the period covering 01.01.2005-31.12.2005): NONE

31. Separate sums of “receivables from the personnel” and “payables to personnel” accounts that

are presented among the “Other Receivables” and “Other Short-term Receivables” and exceed 1% of total assets (for the period covering 01.01.2005-31.12.2005): NONE

32. Allowances for doubtful debts that are allocated for receivables from partners, affiliates and

subsidiaries (for the period covering 01.01.2005-31.12.2005): NONE 33. Allowances for doubtful debts that are allocated for receivables that became due and the ones

that did not (for the period covering 01.01.2005-31.12.2005): 12.546.976 YTL

34. Sales of junk materials that take place among domestic and international sales and make up over 20% of gross sales (for the period covering 01.01.2005-31.12.2005): NONE

35. Explanation about sources of previous years profits and losses (for the period covering

01.01.2005-31.12.2005): NONE 36. Other matters that may have a material effect on, or prevent the clear understanding of the

financial statements (for the period covering 01.01.2005-31.12.2005): 1) According to the resolution of the Price Evaluation Commission dated 01.07.2005 concerning the pricing of Human Medical Products”, exchange rates have been regulated in effect from 15.07.2005, as a result of which there has been an 8,83% decrease in pharmaceutical prices following the reduction in Euro rate from YTL 1,7744- to YTL 1,6178. 2) On the basis of the board meeting of Selçuk Ecza Deposu Sanayi ve Ticaret A.�. dated 18.11.2005 and numbered 2005/087, it was decided to acquire the remaining 20% shares of As Ecza Deposu Ticaret A.�. in 2006 after the public offering and conduct the share appraisal and acquisition procedures in compliance with the Capital Market Board regulations. 3) As of 19.02.2005, Social Security Institution (SSI) hospitals have been transferred to the Ministry of Health; while the purchase of medicines by the Social Security registrants from private pharmacies started simultaneously to be implemented. 4) On the basis of the protocol signed by the Ministry of Finance, the Ministry of Labour and the Social Security and Turkish Pharmacists Association and which entered into force as of February 2005, supplementary discounts were applied to the medicines provided for by the public institutions and supplied by the private pharmacies. In this protocol, different discount rates were set up for the original and generic products. 5) On the basis of the board meeting of Selçuk Ecza Deposu Sanayi ve Ticaret A.�. held on 27.12.2005 it was resolved to open a branch in Antalya So�uksu. Further, On the basis of the board meeting of Selçuk Ecza Deposu Sanayi ve Ticaret A.�. held on 25.05.2005 it was resolved to open a branch in Gaziantep.

Prospectus

37. Necessary information in case financial statements do not reflect the assets and financial position of the Company properly (as of the final report (for the period covering 01.01.2005-31.12.2005): NONE

38. The information concerning the independent audit:

a) Consolidated financial statements of the financial years 2003 and 2004 were audited by Ba�aran Nas

SMMM Inc. and conditional opinion was declared. Consolidated financial statements of the financial year 2005 were audited by Engin Serbest

Muhasebecilik Mali Mü�avirlik A.�. and positive opinion was declared. b) If available, report sections that assert “conditional”, “non-opinion” or “negative” opinion or the

ones that include an explanatory paragraph (though not affecting the opinion) INDEPENDENT AUDITOR’S REPORT FOR THE YEARS ENDED 31 DECEMBER 2004 AND 2003 1. We have examined the accompanying inflation adjusted consolidated balance sheets of Selçuk Ecza Deposu Ticaret ve Sanayi A.�. (the Company”) at 31 December 2004 and 2003 and the related adjusted inflation consolidated statements of income for the years then ended, all expressed in New Turkish Lira in the equivalent purchasing power of the Turkish Lira at 31 December 2004. Except for the matter explained in paragraph 2, our examination was made in accordance with generally accepted auditing principles and standards issued by the Turkish Capital Markets Board (“CMB”) and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. 2. We were not able to observe the counting of pysical inventories at December 2003 and 2002 since those dates prior to our appointment as auditors of the Company. Inventory quantities at those dates materially affect the determination of cost of sales for the years ended 31 December 2004 and 2003. Accordingly, we have been unable to satisfy ourselves by means of other alternative audit procedures as to the appropriateness of the inventory balances at 31 December 2003 and 2002 and the cost of sales for the years ended 31 December 2004 and 2003. 3. In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of Selçuk Ecza Deposu Ticaret ve Sanayi A.�. at 31 December 2004, and except for the effect of adjustments, if any, which might arise due to the matter described in paragraph 2, these financial statements present fairly in all material aspects, the consolidated financial position of the Company at 31 December 2003, and the results of its operations for the years ended 31 December 2004 and 2003, in accordance with generally accepted accounting principles issued by the CMB. 4. The effects of differences between the generally accepted accounting principles issued by the CMB, the accounting principles generally accepted in countries in which the accompanying consolidated financial statements are to be distrubuted and International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board have not been quantified in the accompanying consolidated financial statements. Accordingly, the accompanying consolidated financial statements are not intended to present the financial position, consolidated results of operations and changes in consolidated shareholders’ equity and consolidated cash flows in accordance with the accounting principles generally accepted in such countries and IFRS. INDEPENDENT PUBLIC ACCOUNTANTS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2005 1. We have audited the accompanying balance sheet of Selçuk Ecza Deposu Ticaret ve Sanayi A.�. and its subsidiary (collectively referred to as “the Group”) as of 31.12.2005 and the related income, equity and cash flow statements for the year then ended. Our examination was made in accordance with generally accepted auditing principles and standards published by the Capital Market Board and accordingly included such test of the accounting procedures and techniques as we considered necessary in the circumstances. 2. The comparative consolidated financial statements as of 31.12.2004 were audited by other auditors and the amounts included in those financial statements and the accompanying notes are based on the report of other auditors dated 15.08.2005 and which expressed a qualified opinion thereon with respect that they were not able to attend the physical stock taking held on 31.12.2003 and 2002. 3. In our opinion, the financial statements referred to in the first paragraph above, present fairly, in all material respects, the consolidated financial position of Selçuk Ecza Deposu Ticaret ve Sanayi A.�. as of 31.12.2005 and the consolidated results of its operations for the year then ended in accordance with the Capital Market Board Communiqué No:XI/25 in respect of “ Accounting Standards in Capital Markets” applied on a consistent basis.

Prospectus

39. Significant changes experienced after the issuing date of recent annual or interim financial statements which can influence the financial or the commercial position ( it must include the progresses about the sales prices, costs, the orders, inventories, sales and production since the announcement of recent financial statements): NONE

40. The accounting policy for the important promotion applications of the company

Free of Charge Purchases Under this application, additional free goods are given by the suppliers along with regular paid for goods, all on the same invoice. Such free goods are classified as free of charge purchases. As a consequence of this application, the unit purchase price of the goods are calculated by dividing the invoice amount to the total quantity of free and paid for goods, and are stated accordingly in the inventory accounts. Free of Charge Inventory Under this application, suppliers give free of charge pharmaceuticals to be given to pharmacies in order to liquidate the inventory at the Company. Such free of charge pharmaceuticals are taken into inventory accounts with zero cost, and have a lowering effect on the unit cost of the pharmaceutical. Free of Charge Sales Under this application during certain promotion periods of the suppliers, free goods are given out to the pharmacies by the Company on behalf of and as requested by the suppliers. Later on those goods are either paid for or replaced by the suppliers. If free of charge are to be replaced, the replacement goods are valued at their latest purchase price when they arrive and are recorded under the inventory accounts accordingly. If the free of charge sales are to be paid for, then a service invoice to cover the payment amount is issued to the relevant supplier. Such receivables are booked as explained under note 15 in the 31.12.2005 financial statements. Turnover Premium Turnover premiums are those earned over sales and purchases turnovers as previously agreed with the suppliers. Such premiums are booked under the relevant accounts by The company through the issuance of service invoices. Variations in these applications by suppliers are observed throughout the years. Depending on the market conditions, there can be more variations in the future, as well as new and additional applications. When the past three years are examined, in 2003 and 2004 the concentration was heavily on the free of charge purchases, and on free of charge inventory to some extent. In 2005, there was no free of charge inventory application, and the free of charge sales application was introduced as an addition to the already exixting applications.

VI. INFORMATION ABOUT THE MANAGEMENT 1. General Organization Scheme of theCompany: Chief Management organization of theCompany is as follows.

Prospectus

The organization scheme of the Company in terms of branches is as follows.

ASSISTANT GENERAL MANAGER MEHMET YILMAZ

HUMAN SOURCES MANAGER

STATICS & PLANNING MANAGER

INSTITUTIONAL COMMUNICATION MANAGER

INTERIOR PURCHASING MANAGER

DATA PROCESSING MANAGER

EXPORT MANAGER

SALES REPS. SERVICE MANAGER

MEDICINE PURCHASING MANAGER

PURCHASING

IMPORT PURCHASING

FINANCE COORDINATOR AL� AKCAN FINANCE

DEPARTMENT

ASSISTANT GENERAL MANAGER HALUK Ö�ÜTÇÜ

LAW DEPARTMENT

INTERNAL AUDIT

GENERAL MANAGER SONAY GÜRGEN

CHIEF MANAGEMENT

BRANCH MANAGER

RESPONSIBLE MANAGER

PURCHASING MANAGER

DATA PROCESSINGSHIP

ACCOUNTING MANAGER

SALES AND CUSTOMER SERVICES MANAGER

WAREHOUSE AND ADMINISTRATIVE AFFAIRS MANAGER

PURCHASING

IMPORT PURCHASING

ACCOUNTING

CASHIER

ARCHIVE

SALES

REGIONAL MANAGERS

CUSTOMER ACCOUNTS

ADMINISTRATIVE AFFAIRS

WAREHOUSE

TRANSPORT

DOCTOR

CHAIRMAN OF THE BOARD OF DIRECTORS AHMET KELE�O�LU

Prospectus

2. Members of Board of Directors;

Name Surname

Title Profession Address Duties which he / she has committed in the

corporation in last five years

Share / The legal entity that he / she

represents

Ahmet Kele�o�lu

Chairman of the Board

Businessman Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Chairman of the Board

( YTL ) 16

( % ) 77,60*

M. Sonay Gürgen

Member of the Board,

General Manager

Businessman Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Member of the Board, General Manager,

Vice Chairman

2.000.000 0,88

Nazım Karpuzcu

Member of the Board

Businessman Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Member of the Board - -

Nezahat Kele�o�lu

Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

None 16 0,00

Mehmet Yılmaz

Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Executive - -

�brahim Haluk

Ö�ütçü

Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Executive - -

Ali Akcan Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Executive - -

*Indirect share The Board members of the company have declared that they have not been subject to any criminal investigation or sentence for disgraceful crimes and that there are no legal disputes or/and judgement at law regarding the law suits where the Board Members are a party due to the their duties in the company. Charitable Fund Plans Of The Management Team And The Chairman Of The Board *The indirect share of Ahmet Kele�o�ulu, the Chairman of the Board is going to be 61,86 %. Ahmet Kele�o�lu, born on 21st November 1924, has been acting as the Chairman of the Board since the foundation of the company. The management of the company is executed by the professional managers consisting of Mustafa Sonay Gürgen, Vice Chairman of the Board and General Manager (Working for the company for 28 years), Mehmet Yılmaz, Member of the Board and Assistant General Manager (Working for the company for 19 years), �brahim Haluk Ö�ütçü, Member of the Board and Assistant General Manager (Working for the company for 34 years), Ali Akcan, Member of the Board and Finance Coordinator (Working for the company for 11 years). Mustafa Sonay Gürgen, Vice Chairman of the Board and General Manager, is the nephew of Nezahat Kele�o�lu who is a member of the board and also the wife of Ahmet Kele�o�lu, the Chairman of the Board. The indirect majority shareholder of the company and the Chairman of the Board, Ahmet Kele�o�lu has declared his intention to found a charity foundation using some of his own wealth.

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3. Duties performed by Members of Board of Directors out of the Corporation; Name Surname The Duties out of the Company

as of the final situation Ahmet Kele�o�lu SELÇUK ECZA HOLD�NG- Chairman of the Board

�brahim Ethem Ulagay �laç Sanayii T.A.�.- Chairman of the Board Selçuklu Turizm ve �n�aat A.�.- Chairman of the Board As Ecza Deposu Ticaret A.�.- Chairman of the Board Mamsel �laç Sanayii A.�. - Chairman of the Board

M.Sonay Gürgen SELÇUK ECZA HOLD�NG- Member of the Board Selçuklu Turizm ve �n�aat A.�.- Vice Chairman of the Board As Ecza Deposu Ticaret A.�.- Vice Chairman of the Board Mamsel �laç Sanayii A.�.- Vice Chairman of the Board

Nezahat Kele�o�lu SELÇUK ECZA HOLD�NG- Member of the Board Nazım Karpuzcu Selçuklu Turizm ve �n�aat A.�.- Member of the Board

As Ecza Deposu Ticaret A.�.- Member of the Board Mamsel �laç Sanayii A.�.- Member of the Board

4. Members of Supervisory Board of the Corporation; Name Surname Title Profession Address Duties which he / she

has committed in the corporation in last

five years

Share / The legal entity that he / she represents

(YTL) (%) Figen Ertekin Auditor Lawyer Cevizlibag, Tercuman

Sitesi A-6 Blok D:8 Zeytinburnu - Istanbul

Auditor - -

Cihan Karagöz Auditor Lawyer Cevizlibag, Tercuman Sitesi A-6 Blok D:13

Zeytinburnu - Istanbul

Auditor - -

5. Members of Supervisory Committee of the Corporation;

Name Surname Title Profession Address Duties which he /

she has committed in the corporation in last five years

Share / The legal entity that he / she represents

(YTL) (%) Nezahat

Kele�o�lu Member of the

Board

Administrator Mahir �z Caddesi No:43, 34662, Altunizade – Uskudar - Istanbul

None 16 19,40*

Nazım Karpuzcu Member of the Board

Businessman Mahir �z Caddesi No:43, 34662, Altunizade – Uskudar - Istanbul

Member of the Board

- -

*Indirect share

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6. Information about the employees who are effective in the management;

Name Surname

Title Profession Address Duties which he / she has committed in the

corporation in last five years

Duties which he / she has

committed out of the the

corporation in last five years

Share / The legal entity that he / she

represents

(YTL) (%) M. Sonay Gürgen

Member of the Board, General

Manager

Businessman Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Member of the Board, General Manager, Vice

Chairmanship

Explained in article 3.

2.000.000 0.88

Mehmet Yılmaz

Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Samsun Branch Manager

None None None

�brahim Haluk

Ö�ütçü

Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Adana Branch Manager

None None None

Ali Akcan Member of the Board

Executive Mahir �z Caddesi No:43, 34662, Altunizade –

Uskudar - Istanbul

Finance Coordinator None None None

7. The information regarding the investor relations and public offering units responsible for managing

the public offering process and investor relations, reporting to the Board of Directors of the Corporation, providing the communication among the Board of Directors of the Corporation, CMB, ISE, and also responsible for watching and tracking every aspect related to the public enlightenment including the electronic environment ( If such a unit is not going to be, then the reasons of this shall be explained.):

Name Surname Title Education Level Profession If any, type of CMB licence Yelda Bilgin Gürler Manager University Economist None

Name Surname Address Phone Fax E-mail

Yelda Bilgin Gürler Mahir �z Cad. No: 43 Altunizade /�ST.

(0 216) 554 05 18 (0 216) 554 05 17 y.bilgin@selcukecza.com.tr

8. Information about Corporation Information Supply Policy stating which information shall be

disclosed to the public besides ones that are determined by regulation, in what form, frequency and means those information to be announced to the public, how often Board of Directors and Managers should contact with press, in which frequency meetings shall be held to inform the public, what method to follow for response to the questions directed to the Corporation (If there is no corporation information supply policy available to enlighten the public, this situation and reasons shall be explained):

Pursuant to the Capital Market Regulation, within the frame work of shareholders’ usage right of obtaining information, meetings shall be held with analysts and investors for the purpose of sharing developments related with Company’s strategies and activities, sectors and markets that Company operates in and the changes regarding legal arrangements that the Company is subject to.. In compliance with transparency principle, applied accountancy policies and activity results shall be disclosed to the public in accordance with reality.

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Any type of demands for interview, explanation, question and material requests coming from the press to the Company shall be replied and announced by members of investor relations committee. 9. Ethic rules prepared by Board of Directors, presented or to be/shall be presented the General

Assembly, to be considered in running of Corporation operations (about relations with Corporation employees, relations with suppliers, customer relations, social responsibility issues etc) and if any, implementations related with those (In case there is no entirety of rules as such, this situation and reasons shall be explained):

SELÇUK ECZA, within its institutional responsibilities always considered it to be important to provide and protect balance, trust and stability in the sector since it was founded in 1958 and although not having a written ethics code, with this thought the Corporation has developed relations with all internal and external partners, in an understanding that is based on work ethic focuses on trust, regards continuity as basis and appreciates human effort. Employees: SELÇUK ECZA has at present a staff of about 5.000 personnel consisting of employees with high sense of loyalty and giving service within family warmth. SELÇUK ECZA always aims to maintain long term relations with its employees. SELÇUK ECZA with performance evaluation systems applied in the Company rewards personnel who are successful and therefore as well as contributing positively to the motivation of personnel, it increases Company’s internal efficiency. Under performance evaluation implementations, employees below the excepted performance are cared as well upon mutual meetings, efforts are shown to solve problems of those employees, if required, position changes are executed so that they can work more efficiently and happily. Most of the SELÇUK ECZA personnel, even after retirement, continue their active working life within the Company. High employee satisfaction carries the sense of loyalty over the years and resulting in persons of several generations from the same family working successfully in the Company. In the pharmaceutical distribution sector, experienced and qualified work force is one of the most successful criteria of SELÇUK ECZA and for the purpose of improving the high standards that it has achieved on this issue, the Company organizes frequent and regular training programs for middle and upper level management. The Company tries to provide new job opportunities and positions for young and successful employees within its growing and developing structure. Suppliers: SELÇUK ECZA’s supplier companies consist of domestic and foreign pharmaceutical producers. Company which is in a bridge position between producers and pharmacists, besides providing logistic services such as storage and distribution to the suppliers, also takes part in pharmaceutical producers’ campaigns, promotion activities and from this point also provides marketing services. The Company takes direct responsibility for financial risks arising from collection problems with pharmacies. It never reflects those problems to the pharmaceutical producers and therefore eliminates financial risks for pharmaceutical producers arising from payments. SELÇUK ECZA, considers mutual gain and satisfaction in relations with its suppliers and offers same level of service to every supplier without taking into account their sizes. Until now SELÇUK ECZA, under no condition, never caused an unfair competition between the producer companies and always has been a reliable and honest business partner for its suppliers. Customers: SELÇUK ECZA’s honest and reliable business principles are also reflected by the pharmacies which are its customers. With its clean past, the Company’s honesty and ethical understanding for 48 years, has become an indispensable trust symbol also for pharmacies. SELÇUK ECZA, with the longest past with pharmacies, has gained each customer with its devoted and professional service understanding and efforts of 48 years. There are numerous customers that it has worked together During the Company’s whole activity history. Besides business relations established with pharmacies, SELÇUK ECZA has also pioneered many services with no purpose of profit to enable health services to operate in a rapid, qualified and regular manner. Another issue that has to be stated at this point is that SELÇUK ECZA considers its role of balance in the sector at relations with customers and thus never presents irrational sales conditions to gain a customer. Competitors: Since SELÇUK ECZA emphasizes on ethic values, it succeeded to protect same prestige without depending on the number of competitors. SELÇUK ECZA, during its activity years, has always shown an ethic competition and has not used its power to damage its competitors. SELÇUK ECZA’s Social Responsibilities: In addition to its responsibility to provide balance and stability in the sector, SELÇUK ECZA shows effort to guarantee the future of entire community. For this purpose it

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continuously contributes to the education of our children and youth, enables our students to receive a modern education with its established schools and education units provides them to look to the future in confidence 10. Web site address of the partnership and information to be found in the site after public offering:

www.selcukecza.com.tr

a) Trade register information Available b) Current Shareholder Structure Available c) Board of Directors Available d) Privileged shares None e) Final Version of the Articles of Association Available f) Annual Reports Available g) Special case explanations Available h) Participating list and meeting records Available i) Vote by proxy form None j) Frequently asked questions None k) Periodic financial tables and reports Available l) Public Offering prospectus and public offering circulars Available m) Agendas of General Assemblies Available n) Board of Directors’ meeting records that might affect value of Capital Market instruments None

11. Total amount of salary and similar benefits provided to the Chairman and members of the Board of

Directors and top managers such as general manager, general coordinator, corporate executive and deputy general manager including benefits provided from the group companies:

In line with 28.10.2005 dated General Assembly resolution, gross salaries to the members of the Board of Directors in different amounts will be paid due to their positions that will be determined by the Board of Directors. (not more than 2% of the gross profit). Benefits provided to the top managers after the resolution is 2.373.940.-YTL as of 31.12.2005 and including the benefits provided from group companies. 12. Nature and amount of benefits obtained by the Chairman and Members of the Board and top

managers such as general coordinator, corporate executive, general manager and deputy general manager and personnel who have a effect in the management from transactions (like purchasing/selling- acquisition or transfer of fixed assets) made with the Corporation as of the final accounting period and as of final situation and arising from transactions not included in the Corporation’s normal business scope: NONE.

13. Nature and amount of benefits obtained by the Chairman and Members of the Board and top

managers such as general coordinator, corporate executive, general manager and deputy general manager and personnel who have a effect in the management from transactions (like purchasing/selling- acquisition or transfer of fixed assets) made with the Corporation as of the final accounting period and as of final situation and arising from transactions included in the Corporation’s normal business scope: NONE

VII. INFORMATION ABOUT ACTIVITIES 1. Activity Sector, actual activity subject and place of the Corporation in the sector World Pharmaceutical Sector Pharmaceutical Sector, under its general definition, is an industry that transforms chemical, herbal and biological substances which are used as therapeutic, protective or nutritive in human or veterinary medicine, to simple or compound drugs under high technology scientific standards. One of the main reasons for the increase in average life expectancy and life quality of the human generation is the pharmaceutical sector which achieves to convert developing medical technologies and R&D studies to innovative treatments against many diseases.

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In many countries, pharmaceutical sector, which is a very important component of health and social security systems, is an industry controlled by the governmental bodies and for which comprehensive and continuously renewed laws and regulations regarding drug development, patenting, production, pricing, distribution and sales are in force and where intense R&D studies are realized, high technologies are utilized and qualified manpower is employed. Besides its basic operations the sector undertakes important duties in social projects with an social responsibility awareness. According to the data obtained form IMS, UK based leading research company which provides research and consultancy services in the pharmaceutical industry on a global scale, in 2004 the world pharmaceutical sector has reached to a size of 562,9 Billion USD. North America, with a total market sized of 248 Billion USD, is the largest region forming 45 % of the global market. With its market size exceeding 160 Billion USD and 30% share, Europe follows North America. The largest three regions, including Japan, constitute 87 % of the global market. Among the therapeutic groups, cholesterol and trigliserid drugs are the largest group with 30,5 Billion USD sales. IMS estimates that the global pharmaceutical industry has reached 605 billion USD in 2005 , with an 9,7% increase compared to 2004 and the projections made by IMS indicate that the industry will grow 7,2 % annually between 2004 and 2009 thus reaching 781,7 Billion USD size in 2009. Turkish Pharmaceutical Sector Health Expenditures Allocations reserved for health expenditures from the national income are realized in different levels between countries, depending on the level of economic development and the structure of health sector. According to the health sector data published by OECD regarding member countries (Source 1); when ratio of total health expenditures to Gross Domestic product (GDP) in 2003 is examined, USA ranks first with 15%, Germany and France follows USA with 11.1% and 10.1% respectively. Share of total health expenditures of 2003 in Turkey within GDP has been realized as 6.6%. When health expenditures per capita is examined, USA maintains its leadership and by 2003 health expenditure per capita is at the level of 5.635 USD. Canada and Germany with 3.003 USD and 2.996 USD health expenditures per capita take the second and third place. In Turkey, health expenditure per capita for 2003 is at the level of 452 USD. (Source 1) Health sector and pharmaceutical sector are one of the few sectors that has low price flexibility, resistant to economic crises and realize constant growth. Besides growth trend arising from health sector’s own structure, projections made by the State Planning Organization and sector institutions point to the fact that with economic growth in Turkish economy, increase in disposable income per capita and increase in population, health expenditure shall increase on average 3.8% annually until 2023, and its share within GDP shall improve to 6.8% and shall get closer to European average of 8%. (Source 2) Pharmaceutical Expenditures Pharmaceutical expenditures share in the total health expenditures in Turkey was realized as 24.8% with a value over the OECD countries. Even pharmaceutical expenditures share is relatively high, pharmaceutical consumption per person in Turkey is at substantially low levels compared to developed economies. According to statistics published by Pharmaceutical Industry Employer’s Union, in 2003, pharmaceutical consumption per person was 60 USD, in 2004 it was 85 USD and in 2005 it reached to a level of 92 USD. 2003 pharmaceutical consumption per person figures, realized as 730 USD in USA which leads the world pharmaceutical market and holds 43% of the market, 392 USD in France, 319 USD in England, and 311 USD in Germany (Source 3), reflect the low level of pharmaceutical consumption in Turkey compared to the developed European markets. State Planning Organization estimations foresee that pharmaceutical consumption per person in 2023 shall reach 160 USD. Financing of Pharmaceutical Expenditures Pharmaceutical expenditure is one of the leading consumption items of health and social security systems which is financed by the public. In Turkey the institutions within social security system, Social Security Institution (SSK), Independent-Institution (Ba�-Kur) and Pension Fund (Emekli Sandı�ı) pay 100% of pharmaceutical costs

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for hospitalized patients and chronic diseases, 90% for pensioners and 80% for employees and green card holders. Besides social security institutions, State realizes pharmaceutical purchase through Ministry of Health and Ministry of Defense, universities and other public institutions. Personal insurance systems and direct pharmaceutical purchases by the patients are smaller scaled sources of demand. Pharmaceutical Sector and Important Concepts Average life expectancy of human generation in the world has increased from age of 40 to age of 70 within the last century. One of the important reasons for extension of life period and improvement of life quality, especially in 20th century, is the pharmaceutical sector which succeeds to transform medical technologies and research works to innovative treatments against many diseases. Pharmaceutical sector with its direct relationship with human health and also its cost impact within social security systems, in many countries it is an activity area that is regulated by the state, where extensive law and arrangements are applied related with pharmaceutical development/patent issuance, production, pricing, distribution and sales. Pharmaceutical sector is a sector in which Research & Development (R&D) investments are realized mostly in the world, multi dimensional and high level technologies are applied, employs high educated labor force and besides its basic field of activity important social missions are taken up. Important concepts required to be explained regarding pharmaceutical sector can be summarized as original drug, generic drug, patent protection, data privilege and biotechnological drugs. Original Drug: Original drugs are licensed products that are proved scientifically that they have acceptable effectiveness, quality, and reliability from the point of view of the substances they contain and presented to the market for the first time in the world. Original drug development period is a long process which consists of various tests, control and licensing phases with high financial costs and is a risky process due to uncertainty arising from research itself. Transformation of an effective molecule by companies that have the highest level of R&D technology in the world, to a pharmaceutical drug covers a period of about 8-10 years. According to research published in Journal of Health Economic Magazine in 2003, average cost of developing a drug has increased about 17 times within last 30 years and reached 900 million USD. Besides time and cost elements, only two out of about 800 molecules that are developed can be presented for utilization as new pharmaceutical effective substance and only one out of every 12 pharmaceutical effective substances can be presented to the market as pharmaceutical drug. Generic Drug: Generic drug, a pharmaceutical drug that is same as original pharmaceutical as far as the effective substance that it contains is considered and its equivalency is proved and produced after protection period of patent and data privilege period of the original pharmaceutical is completed. Generic drug sales in has shown a serious increase in recent years. Most important reason for this is the cost advantage provided by generic drugs. Generic pharmaceuticals do not carry the R&D and financial risk costs of original drugs. At present, cost of a generic pharmaceutical including licensing is about 1 million USD. Due to increased burden that pharmaceutical expenditures create on budgets of USA and European Union States in recent years, and economy that generic pharmaceuticals provide and as a result of its effect on the public to reach pharmaceuticals, prescription and production of generic pharmaceuticals are encouraged by governments of USA and EU countries. When governments are forming their social security policies, as well as aiming to provide access to low cost drugs, they also try to encourage original pharmaceutical producers to make new R&D investments and develop new pharmaceuticals. Most important of those incentives are patent protection and data privilege period provided for original drugs. Patent protection in pharmaceutical sector allows protection to the newly developed pharmaceutical molecule for 20 years and within this period it allows the pharmaceutical to be produced, used and sold only with authority of pharmaceutical’s patent owner. Patent protection period starts with patent application date. Data Privilege: As stated in World Trade Organization-TRIPs Agreement (Agreement of Intellectual Property Rights related with Trade), it construes a period which another institution can not apply to obtain a licence by referring or using test and clinic datas that the institution presented to the state’s licencing authority for the purpose of obtaining licence (marketing permit) for its product. Protection period (determined as 6 years in Turkey) provided by data privilege starts on the date of receival of licence, mostly overlaps with 20 years protection period provided by patent. In cases where original pharmaceuticals enter pharmaceutical markets towards the end patent life, data privilege allows patent an additional protection period. For example; if pharmaceutical licence is received 17. year within the patent protection period then total protection period for pharmaceutical together with allowed 6 years data privilege period increases to 23 years.

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What makes data privilege important is to encourage innovative products to enter the medical market that developing and/or licencing period takes longer than usual. In cases where data protection does not available, there is no motivation left to present to the market innovative products that development and/or licencing period is completed at a phase near the completion of patent life. Other important concept that is rapidly becoming a topic in pharmaceutical sector in recent years is biotechnologic products. Developments in field of biotechnology indicate a new period coming closer in the pharmaceutical sector. With biotechnology it becomes possible to achieve substances which traditional production technologies are inadequate for development and production and to develop more effective and less side effect products. Developments in the field of genom technology shall allow to create genetic map of humans and then developments of “personalized” pharmaceuticals shall be possible. Biotechnological pharmaceuticals achieved in this manner are in nature especially to change treatment understanding at deadly diseases such as cancer and AIDS completely. Biotechnologic products are higher priced compare to other products and they shall contribute immensely to the market growth. Biotechnologic works currently carried out in American Companies’ monopol and is rapidly spreading to all developed EU markets and emerging markets such as India, China, Brazil. Size of the Turkish Pharmaceutical Market When the structure of pharmaceutical market in Turkey is examined until the end of 2004, market is formed from independent pharmacy market, SSK (Social Security Institution) market and hospital market. Independent pharmacy market indicates pharmaceutical sales from pharmacies which are estimated at 20,000 in 2003 to consumers, SSK and hospital market cover pharmaceutical purchases materialized by the social security institutions and hospitals. SSK and hospital market purchases are realized from pharmaceutical producers or from pharmaceutical distributors through tender process and independent pharmacies have to purchase their pharmaceutical supplies directly from pharmaceutical distributors. Three parted structure continued until the end of year 2004, has entered a new era with the transfer of SSK hospitals to Ministry of Health on 10 February 2005. With the inclusion of SSK hospitals within the structure of Ministry of Health, people belonging to SSK has started to buy pharmaceuticals from independent pharmacies and therefore sales in the SSK market has shifted to independent pharmacy market. Structural change in the market supports short and mid term growth at independent pharmacy market which pharmaceutical distributors are following very closely. Size of the Turkish pharmaceutical market as of 2005 and with producer prices is 6.64 billion USD. With the start of acquiring pharmaceuticals from independent pharmacies, public market has shrinked. But certain datas about hospital market can not be obtained. (Source 4) Most reliable data related with Turkish independent pharmacy market is provided by English consultancy company IMS which is the largest institution providing research and consultancy services at a global scale in the pharmaceutical and health sector and realizing sectoral work in more than 200 countries. Size of the Turkish independent pharmacy market by year 2005 is 6,64 billion USD and materialized 1,2 billion box pharmaceutical sales in the market. Independent pharmacy market which was 1,07 billion USD$ in 1994 has achieved 18,1% compound annual growth rate for the period of last eleven years. At five years period covering 2000-2005 parallel to the economic developments, despite shrinkage in 2001, compound annual growth rate of independent pharmacy market is materialized as 23,4% and this rate is considerably over the average growth in the world market for the same period. Independent pharmacy market is composed of 21,000 pharmacies. (Source 5) New regulation implemented in 2005 February, growth in the independent pharmacy market has accelerated over expectations. Another adjustment realized related with pharmaceutical sector in 2005 is 8,83% price reduction at 5.850 item pharmaceuticals parallel to exchange rate adjustment applicable from 15 July 2005. Although net projections are not made related with independent pharmacy market belonging to year 2006, with the help of last year’s sales performance, it is stated that the size of the total independent pharmacy market shall reach 7,6 billion USD and maybe over it. (Source 6) Turkish market is considered as the fastest growing market among the countries which are not member to the European Union according to reports by IMS. With ongoing studies to comply with the European Union regulations including General Health Insurance going into effect, economic growth, rising income per capita, rising number of retired population and easier access to medicines pharmaceutical sector is restructured in Turkey which are also supporting elements for growing markets.

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Pharmaceutical Consumption Based on Treatment Groups When pharmaceutical consumption in Turkey is examined on the basis of treatment groups, first 10 treatment group forms the 94.7% of market sales. According to sales data for 2005 systemic anti-infection products are the most used pharmaceutical group in Turkey and represent 19,9% of our pharmaceutical consumption as pecuniary value and 18.2% on a box basis. 42% of 1.2 billion boxes of pharmaceuticals sold in 2005 are composed of imports. Market share of generic goods is 50%. (Source 6) Pharmaceutical Sector Players In the Turkish pharmaceutical industry by the end of 2003 there are 37 foreign and 97 domestic capitalized totally 134 companies. Out of 134 players in the market, 84 is pharmaceutical producer, 12 is raw material producer and 38 is importer company. Out of 84 companies producing pharmaceutical, 73 is domestic, 11 is foreign. Domestic producers apart from subcontracting production realize licenced production or generic pharmaceutical production; they do not develop original pharmaceuticals. Market share of first 10 companies materializing most sales in pharmaceutical market is 49% in 2005. According to IMS data Abdi �brahim (474 million USD), Sanofi-Aventis (426 million USD), and Novartis (423 million USD) are the first three producers materializing most sales in 2005. Division of pharmaceutical sales according to original-generic definition points to a composition formed from 62% original and 38% generic sales. According to distribution based on import-domestic product, in 2005, domestic products consist 58%, import products 42% of sales. Foreign Trade in Pharmaceutical Sector Foreign trade activities in pharmaceutical sector include export and import of effective substance and finished pharmaceutical. According to Pharmaceutical Manufacturers Assosiation of Turkey (IEIS) data, export value of effective substance of 61 million USD in 1998 increased to 67 million USD in 2004 with a 1,6% compound growth rate. Despite lower export performance of effective substance than expected, finished pharmaceutical export achieved 17,7% compound growth rate in the period between 1998-2004 and finished pharmaceutical export materialized as 68 million USD in 1998 reached to 181 million USD in 2004. With effective raw substance and finished pharmaceutical together total export volume became 248 million USD in 2004. Despite there is no certain data for 2005, according to IEIS determinations, export level of over 285 million USD to almost 70 countries majority being to EU countries was materialized. Turkish pharmaceutical industry that currently holds production in the world standards is expected to reach much higher export figures with auditings carried out at the level of PIC (Pharmeceutical Inspection Convention) member countries or by becoming member of EU pharmaceutical auditing organization. In Turkish pharmaceutical sector foreign trade is carried out mainly as imports. Sector’s effective raw material imports increased to 1,38 billion USD with 10,2% compound annual growth rate in 2004 from 769 million USD in 1998. Including patent protection issues and Turkey agreed upon in 1995, TRIPS Agreement (Trade Related Aspects of Intellectual Property Rights) signed among World Trade Organization member countries, developments in encouraging free movement of goods within framework of Customs Union and EU, reduction of restrictions on imports, more appropriate pricing for import pharmaceuticals and with increasing in numbers of multinational companies that establish marketing operations in Turkey, there has been a dramatic increase in finished pharmaceutical imports reaching 1,3 billion USD with 21,6% compound annual growth rate between 1998-2004. Pharmaceutical import materialized in the market as of 2004 totalling 2,7 billion USD, increased by 5% in 2005 according to IEIS data and reached at a level of 2,8 billion USD. In line with 2004 datas export to import ratio is at 9,2% level.

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Pharmaceutical Distribution Channels Distribution channels system in Turkey is very similar to the structure in the world. According to this, pharmaceutical distribution is carried out by international companies, national companies, regional companies and cooperatives. Consolidation occured in world pharmaceutical sector in recent years also affected pharmaceutical distribution channels, market share of first three distributors increased above 60-70% in countries where pharmaceutical consumption is high. In 1991 market share of largest three distributor channels was 25% in Europe and this rate in 2003 became 67%. In Turkey market share of largest 3 pharmaceutical distributor channels at levels of 37% in 1995 improved in a greater scale than consolidation in Europe and reached 86%. (Source 7) Among the major markets, wholesale pharmaceutical distributors carry out on average the 80% of the total sales in that market. The world average for sales carried out by wholesale pharmacutical companies on average is, however, 73%. According to International Federation of Wholesalers (IFPW) data, world pharmaceutical distribution market size reached to 378 billion USD. While concentration in pharmaceutical distribution in Europe and USA is carried out by mergers and acquisitions, in Turkey due to economic crisis and increasing competition players re-structured and with many players leaving the market concentration in the sector is completed. While in 2002 number of pharmaceutical distributors registered to Ministry of Health were 434, now pharmaceutical warehouses which are operating actively are under 100. (Source 8) Apart from the 2 big companies which dominate the sector, number of players which can be considered as important are under 15. Sector’s structure is considered to be protected since it is in compliance with sectoral trends in the world and new players coming to the sector is not foreseen. Competition Conditions in Pharmaceutical Distribution Sector Factors determining the competition in pharmaceutical distribution channels are price and service quality. Competition in the price becomes an issue over the discount rates suggested to pharmacies, for service quality distribution frequency and reliability, effectiveness of distribution timing and stock conveniency are important factors. To be active in the sector pharmaceutical distribution channels have to obtain working licence from Ministry of Health. However, this licence does not constitute a condition to prevent new pharmaceutical distribution companies coming into the market. But, internal dynamics and operational nature of pharmaceutical distribution sector create handicaps for entry to the market. These handicaps can be listed as below:

• Scale Economies: Pharmaceutical distribution, from setting up of warehouse network, development of logistic infrastructure and establishing information technology systems point of view requires big capital investment and transformation of this investment to profit can be achieved by reaching pharmacies over a certain number. Therefore, even player coming to the market has required capital amount, to form customer portfolio necessary for this investment is not seen as possible.

• Vertical Integration: Vertical integration process exist as a result of special payment plans, discounts and distribution facilities between pharmaceutical distribution companies and pharmacies and area where new players can come into is tightened. In this respect loyalty of pharmacies for certain distribution companies becomes an issue.

• Alternative Formations: Idea of an organization formed by pharmacies to compete with pharmaceutical distribution companies might come to minds, however this does not reflect the reality because according to the Pharmacies and Services of Pharmacies Regulation governed by Ministry of Health, a pharmacist can open only one pharmacy in Turkey and pharmacies are required to be opened by people who have pharmacist licence. For this reason it is not possible to have pharmacy chains in Turkey and a formation apart from pharmacists can not be involved in pharmaceutical distribution activity this way.

Legal Arrangements (Source 9)

SELÇUK ECZA is subjected to several legal arrangements while maintaining its pharmaceutical distribution activities. Main arrangements within the framework of adaptability to EU Legislation are; • Decree Law regarding amendment of 566 numbered Decree Law about protection of patent rights, • Human Medical Products Licencing Regulation

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• Resolution regarding Human Medical Products Pricing • Regulation regarding pharmaceutical warehouses and products available in pharmaceutical warehouses • Good Distribution and Protection Applications Guide related with pharmaceuticals and products available in pharmaceutical warehouses. Decree Law Regarding Amendment of 566 Numbered Decree Law about Protection of Patent Rights (Official Newspaper Date 22.09.1995 No 22412) Upon publication of this decree and reflection to our legislation, issue of patent at pharmaceutical is put into implementation since 1 January 1999 after long discussions. In this framework, original pharmaceutical is protected for a period with patent and data privilege. At end of this period pharmaceutical enters into generic pharmaceutical category and then every company has the right to produce the equivalent pharmaceutical. Human Medical Products Licencing Regulation (Official Newspaper Date: 19.01.2005 No 25705) Data privilege that Turkey is obliged to provide under bilateral and multilateral international agreements (World Trade Organization/TRIPs and European Union-Turkey Customs Union Agreement) has been legalized with “Human Medical Products Licencing Regulation” applicable from 1 January 2005. According to this regulation, scientific information about a product applied for licencing, is protected exclusively in favour of innovative company by the related authority for a certain period after product marketing licence is obtained. Provisions outside the data privilege related with licencing of the same regulation have been in the practice since 30 June 2005. According to this regulation, validity period of obtained licence is 5 years; in case Ministry finds it acceptable, licence is renewed with 5 years intervals. Product that obtain a licence should be produced in facilities suitable to Good Production Applications (GMP) standards. Resolution regarding Human Medical Products Pricing (Official Newspaper Date: 03.03.2004 No 25391) Within the framework of Resolution regarding Human Medical Products Pricing which has been put into practice on 3 March 2004 and still in force, original and generic pharmaceutical prices in our country are determined by accepting the two cheapest prices of factory sale prices at five European Union member countries (until the end of 2005 France, Spain, Italy, Portugal and Greece) to be determined by the Ministry of Health every year as reference price. Retail prices are fixed by adding the profit margins of distributor and pharmacist and VAT to the mentioned factory sales prices. During the determination of distributor’s and pharmacist’s profit margins, graduated pricing method determined as inversely proportional to product price being in a same way for import and domestic products is applicable. Together with existence of intellectual rights and graduated pricing, Turkey is approaching to optimum market position that provides high benefits on original pharmaceutical producers, generic pharmaceutical producers, consumers and R&D work basis. Regulation regarding Pharmaceutical Warehouses and Products Available in Pharmaceutical Warehouses (Official Newspaper Date 20.10.1999 No 23852) Purpose of this regulation is to determine procedures and basis for purchasing, selling, protecting, transporting of materials and products such as medical pharmaceutical products, immunelogic preparations, blood products,the initial substances that are used in production of magistral and officinal medicals, cosmetics, cosmosotics, hygenic medical material and substances, diagnostic products, herbal pharmaceuticals in order to present them in a required quality and in safety to the consumers and if required to withdrawal of faulty, fake and damaged products from the market. Good Distribution and Protection Applications Guide related with Products available in Pharmaceutical Warehouses (entered in force pursuant to 26. article of “Regulation regarding Pharmaceutical Warehouses and Products Available in Pharmaceutical Warehouses “ published in Official Newspaper dated 20 October 1999 and numbered 23852. Turkish Republic Ministry of Health Pharmaceutical and Pharmacology General Directorate Circular No 48196 Date 22 October 1999)

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This guide gives information on issues such as quality assurance in pharmaceutical stores, procedures, staff, equipment, acceptance, storage, delivery, returns, emergency plans, drawals, fake products, not-for-sale products, records and internal auditing. Following the annulment of Licencing Regulation released by Ministry of Health in 1996 by State Council; “Regulation regarding Human Medical Products Advertising Activities” which foresees to include vitamins, pain killers, fever reducers, anti flues in OTC concept and to advertise, entered in force on 1 December 2003, however no concrete steps are taken. Sources Source 1: OECD Health Database 2005, June 2005 Source 2: “Turkish Pharmaceutical Industry Development Projection”, IEIS (http://ieis.org/tr/arastir/2023%20son.pdf) Source 3: “European Union and Generic Pharmaceutical Industry in Turkey”, June 2005, IEIS Source 4: IMS and IEIS Source 5: Turkish Pharmacists’ Union Source 6: IMS Source 7: Hedef Alliance, Informations on Web Site Source 8: SELÇUK ECZA’s informations Source 9: http://www.istanbulsaglik.gov.tr/w/sb/ecz/mevzuat/mevzuat.asp COMPANY PROFILE SELÇUK ECZA which is operating in pharmaceutical distribution field in Turkish pharmaceutical sector that has a past of over 100 years and was founded by Ahmet Kele�o�lu in Konya on 10 October 1958 for the purpose of offering services to pharmacies in Konya and surrounding towns. The Company maintained its activities until 1970 in an unlimited company status and in 1970 turned into an incorporated company. The Company has been the leader in the field of pharmaceutical distribution and has introduced many firsts since its foundation for the purpose of offering services to all pharmacies throughout Turkey. With the opening of its �stanbul branch in 1975, it found the multi-branched pharmacy warehousing in Turkey. The Company maintained its improvement by opening main warehouses and regional branches over the years and by 31.12.2005 reached a national distribution network consists of 19 main pharmaceutical warehouses (Adana, Adapazarı, Ankara, Antalya, Aydın, Bursa, Diyarbakır, Erzurum, Gaziantep, �stanbul- Altunizade, �stanbul-Güne�li, �stanbul-Kocamustafapa�a, �stanbul-Taksim, �zmir, Konya, Malatya, Samsun, Trabzon, Trakya) and 47 regional branches associated with those warehouses. The Company which has adopted “customer satisfaction” as its basic philosophy during its activities in the sector for 48 years, offers continuous services to customers 24 hours a day with its improved distribution network which has a total 80.000 m2 covered area and vehicle fleet consisting 1.453 vehicles. Among the pharmaceutical distribution activities of SELÇUK ECZA, there is As Ecza Deposu Ticaret A.�. It was founded in 16 June 1987 and SELÇUK ECZA has a 80% of its capital. As Ecza Deposu Ticaret A.� started its activities in 1988 in �stanbul Mecidiyeköy Warehouse and carries on activities with 8 main pharmaceutical warehouses (Adana, Ankara, Denizli, Eski�ehir, �stanbul, �stanbul-Maltepe, �zmir, Kayseri) and 16 regional branches on 28.000 m2 covered area and vehicle fleet consisting 584 vehicles as of 31.12.2005. As of January 2006, 4.941 personnel are working at SELÇUK ECZA and As Ecza Deposu Ticaret A.�. Company’s service process starts receiving pharmaceutical orders from pharmacies by telephone, fax and internet and continues with informing order preparation section by the salesperson who received the order. Orders are collected from stands manually and invoiced automatically. The prepared product packed after passing through the control section forwarded to shipping section. In this section products are classified due to their regions and then delivered to customers by service vehicles. SELÇUK ECZA and As Ecza Deposu Ticaret A.� are the second largest players in pharmaceutical distribution market. Within the scope of data related with Turkish pharmaceutical market provided by the leader English research institution IMS that offers research and consultancy services at global scale in pharmaceutical and health sector, SELÇUK ECZA and As Ecza Deposu Ticaret A.� materialized 32.0%, 31.7% and 31.2% market share in terms of YTL in 2002, 2003 and 2004 respectively. In 2004 consolidated net sales of SELÇUK ECZA

Prospectus

realized as 1.916.264.503 YTL. By year 2005 market share reached to 32,86% and consolidated net sales exceeded 2004 figures and realized as 2.756.287.238 YTL. Domestic pharmaceutical purchases of the Company in 2005 increased about 57% with parallel to increase in sales and reached to 3,07 billion YTL. It is observed that first 5 suppliers do not change and structure remains same when pharmaceutical purchase distribution based on supplier is examined. According to this, first 5 suppliers consisting Abdi �brahim, Sanofi-Aventis, Novatis, Glaxo and Eczacıba�ı Medicine form 29,8% of purchases in 2004 and 29,9% in 2005. Duration of the agreements with the domestic suppliers is determined monthly, 3 weeks, 6 weeks or annually due to the volume of purchase and requirement. In order to increase the market share, the Company makes premium, term, and “excess commodity” agreements with the producers that produce original and generic pharmaceuticals and intensively work together. Premium Agreements foresees certain discount rate when exceeding certain sale volume. There may be special agreements due to payment terms and “excess commodity” (giving the same or another pharmaceuticals as a free of charge to the ones that buy certain amounts). The terms stated above are not valid for all types of agreements. The Company does not purchase pharmaceuticals from abroad. Strong Points 1) Experience in the sector As one of the first organized companies in the pharmaceutical distribution sector, SELÇUK ECZA has shown a growth out of all fluctuations and regulation changes occurred in the sector. The Company which is the symbol of trust, balance and stability, acquired permanent competition advantage with its know-how accumulation and experience of 48 years. Consolidation due to crisis in the sector and increasing competition, SELÇUK ECZA has come out as one of the 2 players that dominate the sector and with investment plans aims to carry on its leadership in the sector and maintain its successful service graphic. 2) Widespread sales network The Company which made the foundations of multi-branched pharmaceutical warehousing in Turkey by opening its �stanbul branch in 1975, rapidly maintain its development with main warehouses and regional branches that it opened over the years. Carrying on its activities with 10 branches and As Ecza Deposu Ticaret A.� in 1997, the Company increrased this figure to 20 in 2000 and to 40 in 2003 and exceeded 50 in 2004. Together with As Ecza Deposu Ticaret A.�, distribution network reached to 90 warehouses spread throughout Turkey with 27 main warehouses and 63 regional branches. The Company which had 500 products at its foundation date, currently has 10.000 various stock units and aims to complete its distribution network in Turkey by reaching to 100 warehouses in 2006. The company and its subsidiary As Ecza brings continous service to its customers through its 2,037 vehicle fleet and the 75% of customers recieve the delivery in 30 minutes and the 20% in 1-1,5 hours. 3) Qualified personnel The Company’s high management consists of managers who are extremely experienced in the pharmaceutical sector. Management staff who contributed immensely to the development of sector is a basis for the Company’s permanent competition advantage and pursuant to general strategy, is selected among personnel who have worked long years within the Company. Existence of a personnel staff consisting 34 persons, 9 of them being upper level managers, serving in the Company for more than 20 years, is considered as an indication of the success, mutual trust and motivation within the organization. 4) Strong financial structure Within the framework of Resolution regarding Human Medical Products Pricing which entered in force in 3 March 2004 and still in progress, while determining warehousing profit rate to be added to original and generic pharmaceutical prices in our country, gradual pricing method which is inversely proportional to the product’s price is applicable and this ratio changes between 9% and 2%. The Company which is subjected to low profit margins due to the sector it operates in, maintained its growth even in 1999 and 2001 crisis with its financial management strategy, increased its number of warehouses and personnel. At financial structure conditions that

Prospectus

are proper to the sector, adopting optimum financing ways, the Company can be flexible against crisis and uncertainities at legal arrangements with its equity capital size, low debt ratio and appropriate liquidity position.

5) Modern warehouse infrastructure

The Company established Selçuklu �n�aat ve Turizm A.� which is within SELÇUK ECZA HOLD�NG in order to construct its warehouses. As being different from competitor companies The Company’s and As Ecza Deposu Ticaret A.�.’s buildings have interior and exterior places that can hold a big vehicle fleet, 10.000 various stock units and blue and white collar workers, seperate goods receival and delivery outgoing areas in compliance with GDP (Good Distribution Practices). Buildings are positioned in horizantal manner not in vertical to enable products move from one point to another rapidly. In the warehouse area, there are special sections where 2-8 ºC storing conditions for cold chain products are provided. With the help of modern order system, all orders are received through telephones from the headquarter or by sales person in the area with laptop computers through intranet; pharmacies can also give 7/24 active orders with e-trade through internet. All orders are invoiced after being integrated at the headquarter database, prepared for customers and delivered in minimum 10 minutes and maximum in 2 hours. General Risks regarding Company Activities 1) Unforeseen stock increase and expiry The Company’s activities basis is formed by coordinating pharmaceutical distribution between pharmaceutical producer companies and pharmacies. In this process, the Company developed a stock system to keep purchased pharmaceuticals in optimum period in main warehouses and in regional branches by taking into consideration their expiry dates and to present rapid and effective delivery to the pharmacies when orders are received. For this, the Company organizes orders according to “First In First Out (FIFO)” method. However, if the Company faces a problem in the mentioned system due to external and internal causes, unforeseen stock increase and expiry problem related directly with this is possible. Withdrawal in the World and Turkish pharmaceutical market can occur from production faults of the pharmaceutical during production phase or side effects that might arise during usage by the end consumer. In this case Ministry of Health or the producer company might be obliged to withdraw the pharmaceutical. During withdrawal there might be a risk of expiry of pharmaceuticals and also possibility of packing being not in compliance with the standards. In the procees of withdrawal of pharmaceuticals by the company, transportation expenses are not acquired because vehicles already making pharmaceutical deliveries are used, however, additional labour costs might occur due to working of more than one department within the company. On the other hand, expiry of pharmaceuticals in current stock movements is possible from the Company’s operations point of view. This circumstance might occur when anticipated sales are not met at seasonal products (products that are special to summer or winter) which are extensively purchased and stocked within the frame work of campaigns provided especially by supplier companies. 2) Financing problem It is understood that in the Company’s service process big volume pharmaceutical purchases are made from pharmaceutical producer companies and retail sales are made to the ordering pharmacies. Taking this into consideration, in case of reduction in demand from pharmacies which are customers of the Company due to service quality or price issue, there might be a slow down in the Company’s purchases from pharmaceutical producer companies. Indefinite or definite delays in pharmacies’ receivables from the State might bring a burden to the Company. By increasing average maturity given to pharmacies to support due to delays in Official Institutions payments as of 2005, the Company shall have a risk equivalent to financial expenditure calculated over the current short term interest rates in the relevant periods. Low interest rates of today do not mean that they shall be low in the future.This might cause an increase in financing expenditures in thelong term.

Prospectus

3) Legal uncertainities Pharmaceutical distribution sector is a strictly regulated sector due to its intricate relations with the pharmaceutical sector and is subject to many legal arrangements that accelerated in recent years with EU adaptability process. Some of those regulations governed by the Ministry of Health are reduction at VAT rate on pharmaceutical products entered in force in 2004 and gradual pricing. In 2005 legal regulations became agenda frequently and practices in compliance with EU regulations on data privilege, licencing, discounting practices, cheap generic product implementations and exchange rate price adjustment have started. Risks created for the Company due to restructure of the system occur as a result of uncertainity in pharmaceutical prices rather than uncertainity in activity environment. Despite warehouser’s and pharmacist’s profit rate is defined within certain margins; five European countries accepted as a reference for fixation of original and generic pharmaceutical prices are determined by the Ministry of Health every year and those five countries to be selected and price levels express uncertainity for the future. Similarly, in case there is a change in the exchange parity over 5% for at least 30 days, Price Evaluation Commission, holds an extraordinary meeting upon invitation from the Ministry of Health and reevaluates product prices. Therefore, there is a possibility of a risk that any big fluctuation in the exchange rate might create marginal changes in pharmaceutical prices. It should not be overlooked that data privilege and cheap generic product practice shall increase market share of generic products which have comperatively lower prices and there shall be a risk of the Company’s sales size being reduced. 4) Unexpected economic developments and natural disasters Health expenditures and pharmaceutical consumption are the least affected expenditure items from final consumer’s income reductions, however, they show a decreasing trend during economic depression periods. For this, in case a crisis similar to crisis of 1999 and 2001 in domestic market or an earthquake occur, growth expectations of the Company for the future might be under the planned. Besides, pharmaceutical protection conditions in the Company’s warehouses are subject to several regulations determined by the Ministry of Health, therefore when fire, flood or other natural disasters are in consideration, maintaining of those conditions might be impossible and thus the Company’s sales performance might drop. 5) There is no guarantee that the Company’s rapid progress in the past shall continue in the coming years. During the Company’s activities, fluctuating periods occurred in the Turkish economy. In those periods required measures were taken but growth slowed down. Especially economic crisis in 2001 affected the pharmaceutical consumption. After that crisis, the Company rapidly improved and maintained its growth, however economic crisis that might occur in the future, natural disasters, structural changes in the sector and uncertanities in the legal arrangements do not guarantee that the Company’s growth in the past shall continue in the same way in coming years. 6) Effect of troubleshoots and cuts in the information system on the Company’s operations Troubleshoots in the information system can adversely affect connections between branches and following of the consolidated informations of the branches. Pharmacy orders might be adversely affected, reducing orders to the producer companies. The System, working in an electronic environment, is open to threats and because there have been no major troubleshoots up to date does not mean that it shall not happen in the future. Although improving information technology is anticipated, it is probable that the Company’s operations shall be affected adversely in case of a possible cuts and troubleshoots. 7) Possibility of formation of structural changes in the pharmacy system and their effects Chain pharmacy implementation does not exist outside England, Holland and Skandinavian countries. This implementation does not bring extra advantage to pharmacy owner, industrialist, consumer and the state. Because, pharmaceutical is consumed only according to the needs and pharmaceutical prices are arranged considering the applications in the European Union countries. Current adjustments prevent chain pharmacy formation in Turkey. The Company does not foresee such possibility and also does not find it suitable for the sector. It is considered that such arrangements might damage small pharmacies and therefore shall affect the Company’s operations adversely.

Prospectus

8) Control of the Company and top management If one of the top level managers leaves the Company and employed by the competitor company, the Company’s competitiveness in the market, although minimum, might be affected in a negative way. 9) Effect of movements in real estate market on expansion of the Company’s organization The Company’s strategy for expanding its distribution network is in a tendecy of increasing regional branches opened by renting rather than main warehouses opened by construction. Any movement occurs in the real estate market might result an increase in cost of branches rented in this period and later.

2. Partnerships good and service production ,for every major product and service, and its change with respect to previous year are presented below: NOT AVAILABLE

3. Partnerships good and service sales ,for every major good and service, and its change with respect to

previous year are presented below:

Main Sales Group

Measurement Unit

2004 2005 % Change

1 Box 9.131 25.822 182,79 2 Box 2.289.471 1.042.625 -54,46 3 Box 709.008 818.422 15,43 4 Box 5.673.614 2.051.248 -63,85 A Box 4.160.953 6.271.647 50,73 B Box 1.360 287 -78,90 C Box 21.835.301 32.446.432 48,60 E Box 7.275.059 9.804.732 34,77 I Box 70.976 17.428 -75,45

M Box 1.754.467 1.797.833 2,47 N Box 33.935.419 47.019.536 38,56 T Box 567.381 26.002 -95,42 Y Box 258.949.731 324.765.167 25,42

Other Box 596.380 884.065 48,24 Total 337.231.871 426.971.246 26,61

Sales amounts of the company are classified on the basis of discount groups and boxes. Accordingly; 1: %1 discount sales, 2: %2 discount sales, 3: %3 discount sales, 4: %4 discount sales, A: %5 discount sales, B: discounted import sales, C: %0 discoounted imported pharmacuetical sales, E: %3,5 discount sales, I: perfumery sales, M: discounted infant food sales, N: %0 discounted net pharmacuetical sales, T: %0 net infant food sales, Y: %7 discount sales, Other: Other sales ifade etmektedir. In this classification discount amounts are based on pharmecuitals bought by customers, data provided from the Company’s computer system and amount over the specified pharmacy profit. 4. Net turnover distribution realized in the last three years in accordance with the geographical structure of

the market and scope of business:

Prospectus

YTL 2003 Share (%) 2004 Share (%) SELÇUK ECZA Adana 117.552.312 7,35 136.902.006 8,10 Adapazarı 79.118.632 4,95 78.112.966 4,62 Ankara 122.933.371 7,69 120.593.436 7,13 Antalya 61.207.588 3,83 64.674.725 3,83 Aydın 23.910.904 1,50 46.866.300 2,77 Taksim 60.727.848 3,80 71.980.907 4,26 Bursa 100.919.996 6,31 104.641.451 6,19 Erzurum 84.930.964 5,31 92.899.452 5,50 Gaziantep 61.594.782 3,85 58.705.176 3,47 Güne�li 147.787.612 9,24 180.708.428 10,69 �stanbul 147.023.534 9,20 148.820.189 8,80 �zmir 100.915.881 6,31 83.714.717 4,95 Konya 138.326.612 8,65 135.894.938 8,04 Malatya 79.281.199 4,96 85.187.685 5,04 Samsun 132.249.424 8,27 123.572.523 7,31 Trabzon 106.130.302 6,64 110.269.551 6,52 Trakya 34.291.708 2,15 42.482.109 2,51 Diyarbakır 0 0,00 4.204.984 0,25 TOTAL* 1.598.902.669 100,00 1.690.231.543 100,00 YTL 2003 Share (%) 2004 Share (%) As Ecza Deposu Ticaret A.�. Adana 70.125.755 17,69 81.468.375 20,56 Denizli 53.571.211 13,52 51.175.387 12,91 Eski�ehir 62.924.854 15,88 63.082.347 15,92 Maltepe 77.669.140 19,60 72.062.564 18,18 Kayseri 61.873.810 15,61 59.179.713 14,93 Güne�li 70.180.298 17,71 69.351.827 17,50 TOTAL 396.345.068 100,00 396.320.213 100,00 YTL 2005 Share (%) 2005 Share (%) SELÇUK ECZA As Ecza Deposu

Ticaret A.�.

Adana 176.059.969 8,20 Adana 104.041.443 18,46 Adapazarı 117.148.244 5,46 Denizli 66.948.794 11,88 Ankara 131.507.220 6,13 Eski�ehir 92.364.841 16,39 Antalya 90.975.423 4,24 Maltepe 91.745.828 16,28 Aydın 57.316.468 2,67 Kayseri 79.605.062 14,13 Taksim 75.174.631 3,50 Güne�li 98.041.260 17,40 Bursa 128.789.273 6,00 Ankara 23.066.763 4,09 Erzurum 127.268.067 5,93 Kocamustafapa�a 7.657.335 1,36 Gaziantep 76.013.692 3,54 Güne�li 107.001.509 4,98 �stanbul 187.923.641 8,75 �zmir 146.181.116 6,81 Konya 189.013.045 8,80 Malatya 72.399.044 3,37 Samsun 167.901.456 7,82 Trabzon 131.908.774 6,14 Trakya 69.058.943 3,22 Kocamustafapa�a 25.604.333 1,19 Diyarbakır 69.416.090 3,23 TOTAL* 2.146.660.938 100,00 563.471.326 100,00

Prospectus

* The sales figures indicated in the financial reports are obtained when total sales by main pharmaceutical warehouses in 2003, 2004 and 2005 discussed together with bringing trade receivables to advance, excess good period and consolidation eliminations. 5. The place and size of the facilities where the 10% and more of the production and sales of the

partnership are realized: NOT AVAILABLE 6. The information about incentives, subventions etc. regarding the partnership:

5084 sayılı yasa uyarınca In accordance with the Law numbered 5084, there are employee incentives in 21 cities as of September 2005. The Law of Employment Incentive will be effective till 31.12.2008. The Law of Employment Incentive Communiqué which has became effective on 17.04.2004, provides decrement to the costs of employer by discounting 80% from the deductions of SSK and Income Taxes paid for staff with the condition of creating new or additional employment in 36 cities. In addition, in accordance with the Law numbered 4842, the 40% -excluding some exceptions- of the investment expenses over 10.000.-YTL oriented to the production of services, excluded from Corporation Tax as a result of Investment Allowance. Any withholding tax is not calculated over these excepted sums. If corporation profit is not enough, then the calculated investment allowance right can be transferred to the next years. In order to utilize from the exception of investment allowance, there is not any obligation to take “The Investment Allowance Certificate”. In accordance with the notifications valid before the date of 24.04.2003, in case of using the gained investment discount right, the withholding tax in proportion of 19,8% will be calculated over the utilized sum without looking to the profit is distributed or not.

7. The information about the inventories of the partnerships dealing with mining and similar activities, the

estimation about reserves that can be operated economically and the approximate usage duration, the duration and the conditions of the privilege, the economical conditions required for operating, actual operating: NOT AVAILABLE.

8. The summarized information about the used production or manufacturing technology: NOT

AVAILABLE. 9. The important new products and activities: NOT AVAILABLE. 10. The information about the new production/service duration which has significant contribution to the

activities and profitability: NOT AVAILABLE. 11. The number of the staff has been working for past 3 years as of their categories and as of the final

situation:

The staff distribution of SELÇUK ECZA for the past 3 years and as of final situation:

2003 2004 2005 Final Situation 31/01/2006

Period Opening Total Staff 2.348 2.866 3.032 3.622 Administrative Staff (non-union member) 1.064 1.175 1.248 1.292 Other Staff (non-union member) 1.284 1.691 1.784 2.330 Period Closing Total Staff 2.866 3.032 3.622 3.636 Administrative Staff (non-union member) 1.175 1.248 1.292 1.312 Other Staff (non-union member) 1.691 1.784 2.330 2.324

The staff distribution of As Ecza Deposu Ticaret A.�. for the past 3 years and as of final situation: 2003 2004 2005 Final Situation

31/01/2006 Period Opening Total Staff 752 855 829 1.304 Administrative Staff (non-union member) 370 376 362 465 Other Staff (non-union member) 382 479 467 839 Period Closing Total Staff 855 829 1.304 1.305

Prospectus

Administrative Staff (non-union member) 376 362 465 462 Other Staff (non-union member) 479 467 839 843

12. The distribution of the staff in accordance with the main business scopes that has been working for

the past three years and as of the final situation:(contains SELÇUK ECZA and As Ecza Deposu Ticaret A.�. together)

Business Scope 2003 2004 2005 Final Situation

31/01/2006 Sales and Marketing 1.204 1.167 1.217 1.204 Other 2.517 2.694 3.709 3.737 Total Staff 3.721 3.861 4.926 4.941

13. The information regarding with the real assets owned by the partnership:

a) As of final accounting period (31.12.2005) Type Acquisition

Year Location M² Net Book

Value (YTL)*

Tax Value (YTL)

Mortgage Sum

Real Rights over the Real Assets and Values of these (YTL)

Field 2003 Konya-Bey�ehir 2.000 620 3.000 - - Field 2003 Konya-Bey�ehir 9.080 785 20.000 - - Land 2005 Konya-Selçuklu 3.942 2.645.395 592.460 - - Building 2003 Konya-Bey�ehir 28.232 17.573 50.000 - - Building 2005 Konya-Nev�ehir 104 52.013 48.100 - - Building 2005 Konya-Nev�ehir 166 87.813 32.500 - - Building 2005 Konya 50 30.051 6.530 - - Land 2002 Adana 552 3.016 5.720 - - Building 2000 Adana 6.029 687.209 1.290.240 - - Building 2002 Adana 225 6.136 12.200 - - Building 2002 Adana 2.821 6.239 20.320 - - Building 2004 Adana 413 1.146 1.146 - - Building 2004 Adana 413 1.146 1.146 - - Building 2004 Adana 413 1.146 1.146 - - Building 2004 Adana 413 1.146 1.146 - - Building 2005 Adana 100 15.000 15.000 - - Land 1996 Samsun 1.683 126.620,39 144.536,82 - - Building 1998 Samsun 5.042 887.288,22 1.051.000 - - Land 2004 Ordu 516 41.666 41.666 - - Building 2002 Erzurum 3.000 1.539.137 2.900.000 - - Building 2000 Antalya 2.160 704.356 1.702.500 - - Building 2000 Malatya 4.644 1.074.682 656.200 - - Building 2001 Bursa 148 65.742 43.000 - - Building 2001 Bursa 22 21.984 21.000 - - Building 2001 Bursa 4.742 1.660.725 2.782.000 - - Land 2002 Bursa 701 8.904 8.904 - - Land 2004 Bursa 1.250 8.319 8.319 - - Land 2004 Bursa 2.531 3.207 3.207 - - Building 2005 Bursa - 17.000 - - - Building 2004 Trabzon 4.203 1.538.974,07 1.312.975 - - Building (workshop)

2005 �stanbul-Güne�li - 22.812 - - -

Building 2003 Ankara 1.467 1.873.114,90 2.413,53 - - Dwelling 2000 Ankara 87 32.002 30.860 - - Land 2003 Adapazarı 1.738 10.822 9.200 - - Building 2002 Adapazarı 16.516 134.060 10.986 - -

Prospectus

* Inflation adjustment differences are included. b) As of final Situation (31.01.2006); (does not include the additions in this period) Type Acquisition

Year Location M² Net Book

Value (YTL)*

Tax Value (YTL)

Mortgage Sum

Real Rights over the Real Assets and Values of these (YTL)

14. The movements of the tangible fixed assets of the partnership:

31.12.2003

(YTL) 31.12.2004

(YTL) 31.12.2005

(YTL)

a) The cost of the purchased, manufactured or constructed tangible fixed assets:

11.270.275 13.811.521 17.677.513

b) The cost of the sold or the scrapped assets:

(1.553.657) (2.123.429) (2.201.469)

c) The quality, the total cost, the starting and finishing date and the grade of completion of the investments in progress:

475.396 475.396 1.154.910

15. The information regarding with the real assets rented by the Partnership:

a) As of final accounting period (31.12.2005): (Real Assets Rented by the Partnership)

Person/CorporationThat The Real Asset

is Rented

Type of the Real Asset

M2 Location Type of Usage Renting Cost* Renting Period

Ata Parlak Shop 80 Konya Workshop 240 (monthly) 15.03.2006 Gültekin Gücüyener Building 300 Mevlana Warehouse 1.602

(monthly) 15.07.2010

Building 2003 Adapazarı 3.398 1.020.639 1.024.679 - - Building 2000 Gaziantep 2.648 1.554.524 313.610 - - Building 2004 K.Mara� 409 19.264 70.000 - - Land 2005 Aydın 2.709,51 322.947,84 313.029,66 - - Land 2005 Aydın 190,17 22.631,36 21.970,34 - - Building 2002 �st.-K.Mustafapa�a 594 385.668 501.680 - - Land 1997 �zmir 4.094 149.718 3.837.860 - - Building 1996 �zmir 2.854 1.325.257 5.557.830 - - Business Center 1996 �stanbul-Merkez 646 1.706.041 6.436.270 - - Business Center 1998 �stanbul-Merkez 4.122 2.064.188 5.485.960 - - Building 2004 �stanbul-Merkez 1.020 3.019.577 5.781.830 - - Building 2005 As-�zmir 267 120.000 120.000 - - Land 2000 As-Maltepe 4.000 372.242 426.465 - - Building 2002 As-Kayseri 3.000 1.119.492 1.142.780 - - Shop 2001 As-Kayseri 80 33.608 29.750 - - Building 2004 As-Denizli 2.752 1.105.048 406.295 - - Land 1998 As-Adana 960 958 958 - - Land 2004 As-Adana 11.460 56.228 56.228 - - Building 2003 As-Adana 301 25.091 44.225 - - Building 2001 As-Eski�ehir 224*3 147.553,74 198.500 - - Building 2001 As-Eski�ehir 60 3.534,35 20.000 - -

Prospectus

Mehmet Çakırlar Building 62 Karaman Office 224 (monthly) 30.04.2008 Kemal Akkoç Building 100 Nev�ehir Office 321 (monthly) 30.04.2008 M. �hsan Olgun Building 480 Afyon Warehouse 2.885

(monthly) 01.12.2008

Fikret Kaymaz Building 762 Aksaray Warehouse 1.986 (monthly)

15.12.2006

Fikret Kaymaz Building 180 Aksaray Company Dwelling

282 (monthly) 15.12.2006

Selçuk Ecza Holding Building - Konya Warehouse 14.000 (monthly)

Necmi Asfuro�lu Building 880 Antakya Warehouse 2.097 (monthly)

01.09.2008

Ahmet Karaselçuklar Building 740 Mersin Warehouse 3.983 (monthly)

15.11.2008

�emsi Ziya Algan Building 380 Seyhan Warehouse 3.419 (monthly)

10.04.2010

�ark Otomobilcilik Ltd. �ti.

Building 540 Samsun Warehouse 3.173,83 (monthly)

01.08.2008

Ay�e B.Kayahan Building 626 Ordu Warehouse 2.724,33 (monthly)

01.01.2006

Selahattin Kantar Building 800 Sivas Warehouse 3.748,45 (monthly)

15.02.2006

Ogün Akça Building 110 Sinop Office 256 (monthly) 01.04.2007 Ya�ar Alaca Building 534 Tokat Warehouse 3.365

(monthly) 10.06.2010

�ahismail Çöphüseyino�lu

Building 645 Çorum Warehouse 4.167 (monthly)

01.06.2010

Erdo�an Akgül Building 472 Alsancak Warehouse 2.400 EUR (monthly)

01.06.2008

M. Erdal Ba�cı Building 480 Kar�ıyaka Warehouse 4.487 (monthly)

01.01.2007

Himmet Deniz Building 60 Manisa Warehouse 398 (monthly) 01.01.2005 Yüksel Yılmaz Building 558 Salihli Warehouse 1.750

(monthly) 01.01.2010

Ra�it Poyraz Building 352 Balçova Warehouse 1.900 (monthly)

01.06.2010

Özkanlar Akaryakıt Building 572 Akhisar Warehouse 1.250 (monthly)

01.09.2010

�rfan Co�kun Building 250 Edirne Warehouse 1.759,61 (monthly)

01.02.2007

�aduman �brahim Acar

Building 250 Edirne Warehouse 1.796,47 (monthly)

01.02.2007

Migros A.�. Building 1.200 Çorlu Warehouse 1.500 USD (monthly)

01.10.2007

Sadri Ayçil Building 450 Tekirda� Warehouse 1.794,87 (monthly)

15.06.2010

Burhan Tekinok Building 48 Kırklareli Office 258,69 (monthly)

05.02.2006

Özgür Ya�ar Bolat Building 650 Isparta Warehouse 4.122 (monthly)

01.08.2006

Selim Piriba�ı Flat 85 Burdur Office 282 (monthly) 27.03.2006 Ahmet Mustafa Kara Shop 625 Antalya Warehouse 5.128

(monthly) 15.12.2008

Fethi Durusoy Building 385 Elazı� Warehouse 1.496 (monthly)

01.06.2010

Mehmet Bingöl Building 143 Elazı� Office 336 (monthly) 23.02.2006 Tayfun Karalök Building 75 Adıyaman Office 2.051

(monthly) 01.04.2006

Prospectus

Ali �enel Building 483 Giresun Warehouse 3.218 (monthly)

14.11.2013

Hızır Hop Building 450 Rize Warehouse 3.159 (monthly)

31.12.2008

Adnan Tavukçuo�lu Building 200 Rize Warehouse 1.068,38 (monthly)

28.02.2006

Kadir Kayalı Building 320 Ulucanlar Warehouse 1.923 (monthly)

01.10.2008

Varol Atamer Building 420 Anıttepe Warehouse 5.384 (monthly)

20.01.2007

Turan Do�an Building 300 Etlik Warehouse 1.026 (monthly)

01.05.2010

Atılım �n�aat Building 300 Kırıkkale Warehouse 2.750 (monthly)

15.06.2008

Faruk Koçak Building 300 Sincan Warehouse 1.154 (monthly)

01.06.2010

Murat Kırı�tıo�lu Building 495 Avcılar Warehouse 2.564 (monthly)

15.12.2009

Ali Gür�en Building 241 Bahçelievler Warehouse 2.051 (monthly)

15.04.2010

Ali Gürkan Building 387 Bayrampa�a Warehouse 2.564 (monthly)

20.04.2010

Bina �ener Building 261 �irinevler Warehouse 577 (monthly) 01.09.2010 Hasan Arslan Building 225 Zonguldak Warehouse 1.322

(monthly) 01.08.2008

Süleyman Demirci Building 449 Zonguldak Warehouse 1.525 (monthly)

01.08.2008

Fer�at Turgut Building 150 �zmit Office 232 (monthly) 01.02.2006 �rfan Terzio�lu Building 523 Karabük Office 2.034

(monthly) 01.06.2010

Erdo�an Küçükarık Building 600 K. Mara� Warehouse 353 (monthly) 01.01.2007 Abdurrahman Oral Building 70 �anlıurfa Office 417 (monthly) 31.12.2007 S. Hacer Atabay Building 700 Pendik Warehouse 2.596

(monthly) 15.06.2008

Çelebi �n�aat Building 700 Pendik Warehouse 2.595 (monthly)

15.06.2008

Havva Çamlıca Building 400 Ümraniye Warehouse 2.000 (monthly)

10.04.2010

Oya Ertan Tuncel Building 700 Gebze Warehouse 3.500 (monthly)

01.08.2010

Met-San �n�aat �ti. Building 380 Göztepe Warehouse 3.000 (monthly)

01.10.2010

Ark �n�aat Turizm Ltd. �ti.

Building 1.200 Taksim Warehouse 4.000 USD (monthly)

30.05.2008

Kevser-Gürsel Ercan Building 700 Taksim Warehouse 48.564 31.10.2006 Kemal F. U�aklı Building 1.700 Aydın Warehouse 10.372

(monthly) 15.01.2006

Süleyman Kalfa Building 80 Denizli Office 600,96 (monthly)

15.06.2007

Ülkü �ahin Building 50 Mu�la Office 641,03 (monthly)

15.09.2006

Denizta� A.�. Building 245 Fethiye Warehouse 3.000 (monthly)

15.04.2010

Ezgi Esençayı Building 45 Fethiye Warehouse 641,03 (monthly)

15.04.2010

Ümit Sarıba� Building 150 Bodrum Office 1.923,08 (monthly)

15.06.2010

Prospectus

Necmettin Murat Building 120 Aydın Warehouse 854,70 (monthly)

31.12.2005

Ahmet Sönmezo�lu Building 149 Fatih Warehouse 1.282 (monthly)

15.04.2010

Asaf Turan Building 120 Bursa Warehouse 32.242,68 01.04.2006 Teoman �umlu Building 700 Balıkesir Warehouse 17.051,25 15.12.2006 Salim Düzgit Building 450 Çanakkale Warehouse 16.826,09 01.09.2006 Veysel Akyol Building 340 Burhaniye Warehouse 17.436 15.05.2007 �brahim Sönmez Building 170 Eski�ehir Office 5.311,54 01.04.2006 Selçuk Ecza Holding A.�.

Building - �stanbul-Altunizade

Warehouse 32.000 (monthly)

01.01.2006

Selçuk Ecza Holding A.�.

Building - Adana Warehouse 16.000(monthly)

01.01.2006

Gökbakan Triko A.�. Building 270 As-Bahçelievler

Warehouse 3.778,25 (monthly)

01.12.2009

M. Aleiddin �erefo�lu

Building 750 As-Çapa Warehouse 8.525,64 (monthly)

01.01.2009

M. Zeki Giray Building 340 As-Gop Warehouse 5.538,46 (monthly)

01.01.2008

Mehmet Hayri Küpeli

Building 800 As-G.Antep Warehouse 3.525 (monthly)

01.06.2008

Abdullah Kazaz Building 50 As-G.Antep Warehouse 224 (monthly) 01.05.2006 Metin Kocaba� Building 110 As-K.Mara� Warehouse 320 (monthly) 01.02.2006 Turgay Kocaba� Building 50 As-

�skenderun Warehouse 190 (monthly) 01.02.2006

Mustafa Atlı Building 450 As-�. Urfa Warehouse 2.500 (monthly)

01.11.2008

Zeliha Altay Building 120 As-�.Urfa Warehouse 320 (monthly) 01.11.2006 Selçuk Ecza Building 6.000 As-Adana Warehouse 18.000

(monthly) 01.03.2011

Mustafa Hı�ıl Building 1.400 As-Denizli Warehouse 1.287 (monthly)

01.05.2006

Y.Erol Ovacık Building 110 As-Denizli Office 417 (monthly) 15.10.2006 Güven Bo�gelmez Building 60 As-Denizli Office 333 (monthly) 01.09.2006 Espa Gıda A.�. Building 1.600 As-Eski�ehir Warehouse 4.270

(monthly) 01.09.2006

Arif Erdurmu� Building 600 As-Eski�ehir Warehouse 2.884 (monthly)

01.01.2007

Yavuz Özer Building 40 As-Eski�ehir Office 282 (monthly) 01.03.2006 Nurhayat Sürücüo�lu Building 100 As-Eski�ehir Office 256 (monthly) 31.12.2005 Haluk Çeçen Building 425 As-Maltepe Warehouse 3.205

(monthly) 01.08.2008

Yardımcı Pazarlama Building 480 As-�zmir Warehouse 4.130 (monthly)

02.09.2008

Yusuf-�smail Çakmak

Building 559 As-Düzce Warehouse 3.205 (monthly)

01.07.2010

Dursun Çetin Building 218 As-Bornova Warehouse 2.885 (monthly)

15.09.2010

Seyhan Apt. Yönetimi

Building 250 As-Bornova Warehouse 513 (monthly) 01.10.2010

Mehmet Minareci Building 423 As-Manisa Warehouse 2.179 (monthly)

01.10.2010

Ercan Güne� Building 1.530 As-Karaba�lar

Warehouse 6.410 (monthly)

15.05.2010

Kolin �n�aat Building 950 As-Ankara Warehouse 4.500 (monthly)

01.12.2007

Altan Bodur Building 650 As-Ankara Warehouse 5.128,21 (monthly)

01.12.2007

Prospectus

Information regarding with the real assets that are rented to;

Person/Corporation That Hired The Real

Asset

Type of the Real Asset

M2 Location Type of Usage

Renting Cost* Renting Period

As Ecza Deposu Ticaret A.�.

Building 6.000 Adana Warehouse 14.000 (monthly) 31.12.2005

Adeka �laç Building 600 Samsun Warehouse 5.843,35 (monthly) 01.10.2009 Mustafa Nevzat Building 450 Samsun Workplace 944,19 (monthly) 01.01.2006 Deva Holding Building 271 �zmir Workplace 2.763 (monthly) 31.12.2005 Abbott Ltd. Building 100 �zmir Workplace 2.677 USD

(monthly) 31.12.2005

Abbott Ltd. Building 100 �zmir Workplace 1.729 USD (monthly)

31.12.2005

Feridun Frik Building 345 �zmir Workplace 1.200 USD (monthly)

01.09.2005

MNG Kargo Building 420 �zmir Workplace 2.500 (monthly) 15.12.2005 Abbott Ltd. Flat 180 Antalya Office 885 (monthly) 01.08.2006 FMG Dershanesi Flat - Antalya Classroom 2.590 (monthly) 06.08.2006 Halil �brahim Turan Building 750 Adapazarı Dormitory 1.500 (monthly) 31.12.2006 Biofarma �laç Sanayi Building 250 As-Maltepe Office 675 USD (monthly) 15.05.2007 Marmara Eczacı Teknisyenleri Odası

Building 60 As-Eski�ehir Office 12 (monthly) 01.09.2006

Selçuklu Turizm ve �n�aat A.�.

Building - �stanbul-Altunizade

Office 2.500 (monthly) 01.01.2006

Mamsel �laç Sanayi ve Ticaret A.�.

Building - �stanbul-Altunizade

Office 3.000 (monthly) 01.01.2006

As Ecza Deposu Ticaret A.�.

Building - Güne�li Warehouse 6.000 (monthly) 01.01.2006

b) As of final situation (31.01.2006): (Real Assets Rented by the Partnership)

Person/Corporation That The Real Asset is

Rented

Type of the Real Asset

M2 Location Type of Usage

Renting Cost* Renting Period

Ata Parlak Shop 80 Konya Workshop 240 (monthly) 15.03.2006 Gültekin Gücüyener Building 300 Mevlana Warehouse 1.602

(monthly) 15.07.2010

Mehmet Çakırlar Building 62 Karaman Office 224 (monthly) 30.04.2008 Kemal Akkoç Building 100 Nev�ehir Office 321 (monthly) 30.04.2008 M. �hsan Olgun Building 480 Afyon Warehouse 2.885

(monthly) 01.12.2008

Fikret Kaymaz Building 762 Aksaray Warehouse 1.986 (monthly)

15.12.2006

Fikret Kaymaz Building 180 Aksaray Company Dwelling

282 (monthly) 15.12.2006

Selçuk Ecza Holding A.�.

Building - Konya Warehouse 15.000 (monthly)

Dürdane Pekolgunçelik Building 140 Konya Company Dwelling

449 (monthly) 01.01.2007

Necmi Asfuro�lu Building 880 Antakya Warehouse 2.097 (monthly)

01.09.2008

Ahmet Karaselçuklar Building 740 Mersin Warehouse 3.983 (monthly)

15.11.2008

Prospectus

�emsi Ziya Algan Building 380 Seyhan Warehouse 3.419 (monthly)

10.04.2010

�skender Zirek Building 40 �skenderun Office 148 (monthly) 01.01.2007 Haluk Özgen Building 14 Tarsus Office 107 (monthly) 01.07.2007 Özlem Güler Building 30 Osmaniye Office 176 (monthly) 15.12.2007 �ark Otomobilcilik Lim. �ti.

Building 540 Samsun Warehouse 3.173,83 (monthly)

01.08.2008

Ay�e B.Kayahan Building 626 Ordu Warehouse 51.282,12 (monthly)

01.01.2011

Selahattin Kantar Building 800 Sivas Warehouse 3.748,45 (monthly)

15.02.2006

Ogün Akça Building 110 Sinop Office 256 (monthly) 01.04.2007 Ya�ar Alaca Building 534 Tokat Warehouse 3.365

(monthly) 10.06.2010

�ahismail Çöphüseyino�lu

Building 645 Çorum Warehouse 4.167 (monthly)

01.06.2010

Erdo�an Akgül Building 472 Alsancak Warehouse 2.400 EUR (monthly)

01.06.2008

M. Erdal Ba�cı Building 480 Kar�ıyaka Warehouse 4.487 (monthly)

01.01.2007

Yüksel Yılmaz Building 558 Salihli Warehouse 1.750 (monthly)

01.01.2010

Ra�it Poyraz Building 352 Balçova Warehouse 1.900 (monthly)

01.06.2010

Özkanlar Akaryakıt Building 572 Akhisar Warehouse 1.250 (monthly)

01.09.2010

Mustafa Ataro�lu Building 290 Bozyak Warehouse 1.000 (monthly)

15.08.2010

�rfan Co�kun Building 250 Edirne Warehouse 1.759,61 (monthly)

01.02.2007

�aduman �brahim Acar Building 250 Edirne Warehouse 1.796,47 (monthly)

01.02.2007

Migros A.�. Building 1.200 Çorlu Warehouse 1.500 USD (monthly)

01.10.2007

Sadri Ayçil Building 450 Tekirda� Warehouse 1.794,87 (monthly)

15.06.2010

Burhan Tekinok Building 48 Kırklareli Office 258,69 (monthly)

05.02.2006

Özgür Ya�ar Bolat Building 650 Isparta Warehouse 4.122 (monthly)

01.08.2006

Selim Piriba�ı Flat 85 Burdur Office 282 (monthly) 27.03.2006 Ahmet Mustafa Kara Shop 625 Antalya Warehouse 5.128

(monthly) 15.12.2008

Fethi Durusoy Building 385 Elazı� Warehouse 1.496 (monthly)

01.06.2010

Mehmet Bingöl Building 143 Elazı� Office 336 (monthly) 23.02.2006 Tayfun Karalök Building 75 Adıyaman Office 2.051

(monthly) 01.04.2006

Ali �enel Building 483 Giresun Warehouse 3.218 (monthly)

14.11.2013

Hızır Hop Building 450 Rize Warehouse 3.159 (monthly)

31.12.2008

Adnan Tavukçuo�lu Building 200 Rize Warehouse 1.068,38 (monthly)

28.02.2006

Kadir Kayalı Building 320 Ulucanlar Warehouse 1.923 (monthly)

01.10.2008

Varol Atamer Building 420 Anıttepe Warehouse 5.769 (monthly)

20.01.2007

Prospectus

Turan Do�an Building 300 Etlik Warehouse 1.026 (monthly)

01.05.2010

Atılım �n�aat Building 300 Kırıkkale Warehouse 2.750 (monthly)

15.06.2008

Faruk Koçak Building 300 Sincan Warehouse 1.154 (monthly)

01.06.2010

Kadri Çankırı Building 900 Diyarbakır Warehouse 5.769,23 USD (monthly)

01.10.2008

Ali Yılmaz Building 600 Diyarbakır Warehouse 1.378,46 (monthly)

25.12.2007

Kadri Çankırı Building 80 Diyarbakır Archive 448,71 USD (monthly)

30.09.2006

Veysi Yılmaz Building 50 Batman Office 170,94 (monthly)

01.01.2007

Abdullah Altınta� Building 80 Mardin Office 128,20 (monthly)

01.01.2011

Murat Kırı�tıo�lu Building 495 Avcılar Warehouse 2.564 (monthly)

15.12.2009

Ali Gür�en Building 241 Bahçelievler Warehouse 2.051 (monthly)

15.04.2010

Ali Gürkan Building 387 Bayrampa�a Warehouse 2.564 (monthly)

20.04.2010

Bina �ener Building 261 �irinevler Warehouse 577 (monthly) 01.09.2010 Hasan Arslan Building 225 Zonguldak Warehouse 1.322

(monthly) 01.08.2008

Süleyman Demirci Building 449 Zonguldak Warehouse 1.525 (monthly)

01.08.2008

Fer�at Turgut Building 150 �zmit Office 232 (monthly) 01.02.2006 �rfan Terzio�lu Building 523 Karabük Office 2.034

(monthly) 01.06.2010

Erdo�an Küçükarık Building 600 K. Mara� Warehouse 353 (monthly) 01.01.2007 Abdurrahman Oral Building 70 �anlıurfa Office 417 (monthly) 31.12.2007 Mustafa �im�ek Building 342 G. Antep Warehouse 1.667

(monthly) 01.10.2010

S. Hacer Atabay Building 700 Pendik Warehouse 2.596 (monthly)

15.06.2008

Çelebi �n�aat Building 700 Pendik Warehouse 2.595 (monthly)

15.06.2008

Havva Çamlıca Building 400 Ümraniye Warehouse 2.000 (monthly)

10.04.2010

Oya Ertan Tuncel Building 700 Gebze Warehouse 3.500 (monthly)

01.08.2010

Met-San �n�aat �irk. Building 380 Göztepe Warehouse 3.000 (monthly)

01.10.2010

Ark �n�aat Turizm Ltd. �ti.

Building 1.200 Taksim Warehouse 4.000 USD (monthly)

30.05.2008

Kevser-Gürsel Ercan Building 700 Taksim Warehouse 48.564 31.10.2006 Kemal F. U�aklı Building 1.700 Aydın Warehouse 10.372

(monthly) 15.01.2006

Süleyman Kalfa Building 80 Denizli Office 600,96 (monthly)

15.06.2007

Ülkü �ahin Building 50 Mu�la Office 641,03 (monthly)

15.09.2006

Denizta� A.�. Building 245 Fethiye Warehouse 3.000 (monthly)

15.04.2010

Ezgi Esençayı Building 45 Fethiye Warehouse 641,03 (monthly)

15.04.2010

Prospectus

Ümit Sarıba� Building 150 Bodrum Office 1.923,08 (monthly)

15.06.2010

Ahmet Sönmezo�lu Building 149 Fatih Warehouse 1.282 (monthly)

15.04.2010

Asaf Turan Building 120 Bursa Warehouse 32.242,68 01.04.2006 Teoman �umlu Building 700 Balıkesir Warehouse 17.051,25 15.12.2006 Salim Düzgit Building 450 Çanakkale Warehouse 16.826,09 01.09.2006 Veysel Akyol Building 340 Burhaniye Warehouse 17.436 15.05.2007 �brahim Sönmez Building 170 Eski�ehir Office 5.311,54 01.04.2006 Selçuk Ecza Holding A.�.

Building - �stanbul-Altunizade

Warehouse 35.000 (monthly)

01.01.2007

Selçuk Ecza Holding A.�.

Building - Adana Warehouse 17.500 (monthly)

01.01.2007

Gökbakan Triko A.�. Building 270 As-Bahçelievler

Warehouse 3.778,25 (monthly)

01.12.2009

M. Aleiddin �erefo�lu Building 750 As-Çapa Warehouse 8.525,64 (monthly)

01.01.2009

M. Zeki Giray Building 340 As-Gop Warehouse 5.538,46 (monthly)

01.01.2008

Mehmet Hayri Küpeli Building 800 As-G.Antep Warehouse 3.525 (monthly)

01.06.2008

Abdullah Kazaz Building 50 As-G.Antep Warehouse 224 (monthly) 01.05.2006 Metin Kocaba� Building 110 As-K.Mara� Warehouse 320 (monthly) 01.02.2006 Turgay Kocaba� Building 50 As-

�skenderun Warehouse 190 (monthly) 01.02.2006

Mustafa Atlı Building 450 As-�. Urfa Warehouse 2.500 (monthly)

01.11.2008

Zeliha Altay Building 120 As-�.Urfa Warehouse 320 (monthly) 01.11.2006 Selçuk Ecza Building 6.000 As-Adana Warehouse 18.000

(monthly) 01.03.2011

Mustafa Hı�ıl Building 1.400 As-Denizli Warehouse 1.287 (monthly)

01.05.2006

Y.Erol Ovacık Building 110 As-Denizli Office 417 (monthly) 15.10.2006 Güven Bo�gelmez Building 60 As-Denizli Office 333 (monthly) 01.09.2006 Marmara Eczacı Teknisyenleri Odası

Building 60 As-Eski�ehir Office 12 (monthly) 01.09.2006

Fahrettin Demiray Building 350 As-Kayseri Warehouse 9.615 01.08.2010 Pembe Delimustafao�lu Building 250 As-Kayseri Warehouse 6.410 EUR 01.07.2008 �smail Yüzba�ıo�lu Building 80 As-Konya Office 5.385 31.12.2007 Ya�ar Koyuncu Building 75 As-Nev�ehir Office 3.526 31.12.2006 Espa Gıda A.�. Building 1.600 As-Eski�ehir Warehouse 4.270

(monthly) 01.09.2006

Arif Erdurmu� Building 600 As-Eski�ehir Warehouse 3.204 (monthly)

01.01.2007

Yavuz Özer Building 40 As-Eski�ehir Office 282 (monthly) 01.03.2006 Haluk Çeçen Building 425 As-Maltepe Warehouse 3.205

(monthly) 01.08.2008

Yardımcı Pazarlama Building 480 As-�zmir Warehouse 4.130 (monthly)

02.09.2008

Yusuf-�smail Çakmak Building 559 As-Düzce Warehouse 3.205 (monthly)

01.07.2010

Dursun Çetin Building 218 As-Bornova Warehouse 2.885 (monthly)

15.09.2010

Seyhan Apt. Yönetimi Building 250 As-Bornova Warehouse 513 (monthly) 01.10.2010 Mehmet Minareci Building 423 As-Manisa Warehouse 2.179

(monthly) 01.10.2010

Ercan Güne� Building 1.530 As-Karaba�lar

Warehouse 6.410 (monthly)

15.05.2010

Prospectus

Kolin �n�aat Building 950 As-Ankara Warehouse 4.842,37 (monthly)

01.12.2007

Altan Bodur Building 650 As-Ankara Warehouse 5.517,95 (monthly)

01.12.2007

Information regarding with the real assets that are rented to;

Person/Corporation That Hired The Real

Asset

Type of the Real Asset

M2 Location Type of Usage Renting Cost* Renting Period

As Ecza Deposu Building 6.000 Adana Warehouse 18.000 (monthly) 31.12.2006 Adeka �laç Building 600 Samsun Warehouse 5.843,35

(monthly) 01.10.2009

Abbott Ltd. Flat 180 Antalya Office 885 (monthly) 01.08.2006 FMG Dershanesi Flat - Antalya Classroom 2.590 (monthly) 06.08.2006 Halil �brahim Turan Building 750 Adapazarı Dormitory 1.500 (monthly) 31.12.2006 Biofarma �laç Sanayi Building 250 As-Maltepe Office 675 USD

(monthly) 15.05.2007

Marmara Eczacı Teknisyenleri Odası

Building 60 As-Eski�ehir Office 12 (monthly) 01.09.2006

Selçuklu Turizm ve �n�aat A.�.

Building - �stanbul-Altunizade

Office 2.750 (monthly) 01.01.2007

Mamsel �laç Sanayi ve Ticaret A.�.

Building - �stanbul-Altunizade

Office 3.300 (monthly) 01.01.2007

As Ecza Deposu Ticaret A.�.

Building - Güne�li Warehouse 6.600 (monthly) 01.01.2007

(*) If not stated otherwise figures are in terms of YTL

16. Information about assets which the partnership acquired through financial leasing: NONE.

There are no financial leasing contracts as of 31.12.2005, 31.12.2004, 31. 12.2003 and 31.12.2002. Assets which were bought through financial leasing have finished their economical lifetimes as of these dates. 17. Acquisition conditions of raw materials and possible changes in acquisition conditions : SELÇUK ECZA and As Ecza Deposu Ticaret A.�. have the same purchasing and selling policies. These policies may change year by year due to Turkey’s economic datas, general conjuncture, pharmaceuticals buying policies of the official institutions, price movements and sale conditions of the firms.

PURCHASING POLICIES Prepayment and Warranty Practice Prepayment and warranty practices are carried out in the same manner in years 2003-2004 and 2005. Payments are made by the checks and IOUs issued by the company. Only one company is endorsed with customer checks in exchange for the debt. Among the guarantees issued as a result of the procurement operations; the prepayment made to the pharmaceutical firms are short termed. However there is no interest cost accrual or interest applied. Although it is indicated in the company’s sales circular that, in case of a delay there may be an interest charge stated in the company sales circular which is not being applied since there are no delayed payments. Only two letter of guarantees totaling up to 750.000 YTL + 2.500.000 USD are issued to two companies for purchases. Different Methods Used in Procurement Term of the agreements made with the domestic suppliers is determined according to the volume of the purchase and the need. The company signs term and “Excess Commodity” agreements with the original and generic drug producers who make purchases consistently; in order to increase its market share.

Prospectus

There is a discount percentage foreseen when the purchasing and/or sales volumes exceed a level determined with the premium arrangements. Special agreements may also be signed related to the terms of the payments and excess goods (supplying ones who have purchased a certain amount with the same or other drugs at no cost). YEAR 2003 The drug prices are set by the government within the context of the arrangement determined by the related legislation; revisions may take place due to difference in exchange rates, foreign price changes, government policy changes. In relation to the subject, the drug producers has demanded a price increase due to the increase of the costs and the goverment has approved these demands to be effective. In 2003, there have been no price decrease. The producer prices are calculated according to the discounts on the sticker price of the companies that are in the producer firm-distributor firm-pharmacy chain. Furthermore, among the parties involved, there might be promotion incentives such as to facilitate the marketing of the product, to increase the market share for motivational purposes. In April of 2003, there has been a 7% increase in the drug prices and this has been distibuted to the Company’s revenues over time, apart from this exception there was no other price changes on drugs within the year. The discounts effective in this period were realised in general on the domestic drugs with 25% Pharmacy profit(discount), with imported drugs a 9% wharehouse profit(discount), with imported drugs a 20% pharmacy profit with 7% wharehouse profit. Furthermore the producers had variety of quota practices in order to achive revenue premium. This year in various periods, the producer firms have applied variety of practices such as term, discount and commodity surplus for products that have generic eqivalents, due to the competitive athmosphere. The Company had an average of 80 days purchase term, in return for a 75 day average term available for the pharmacies, this was detected through the Company computer system’s purchase and sales number reports by assigning date ranges. The Company’s important suppliers 2003 shares and their purchase amounts are presented in the graph and tables below; SUPPLIERS AMOUNT (TRY)* Abdi �brahim 126.284.751 Sanofi-Aventis 93.683.462 Novartis 96.307.933 Glaxo 74.974.631 Eczacıba�ı �laç 68.018.787 Di�er 1.196.941.628 TOTAL 1.656.211.192 (*) The amounts in this section includes the manufacturer’s prices. From time to time, the drug companies have used the commodity surplus practises. The Pharmaceutical warehouses have included the purchased commodity surpluses into their sales lists. YEAR 2004 The Council of Minister’s 2004/6887 numbered decision published on the 29.02.2004 dated and 25388 numbered Official Gazette on the medicinal products for the human use (Health Ministry licenced) are added to the II numbered list annexed to the VAT Law and the VAT rates have been reduced from 18% to 6%. For other product the VAT rate has remained the same. In March, certain imported drug prices decreased due to the exchange rates. During this period, the pharmacies pursued to diminish their current stocks. Consequently the sales of imported goods were effectted negatively. The falling price differences were reflected upon the pharmaceutical warehouses and pharmacies’ current stocks by the producer firms. This transaction is implemented through an price difference invoice.

Prospectus

Upon 21.01.2004 dated and 003149 numbered letter of the Health Ministry, 6 February 2004 dated and 2004/6781 numbered “The Decision on Pricing the Medicinal Products for Human Use” has beed adopted by the Council of Minister and was published to come into effect in the 14.02.2004 dated and 25373 numbered Official Gazette. In accordance with the provisions set forth, the reference pricing practice has been implemented as the new pricing system. In the new pricing system, instead of the imported good and domectic good concepts original good generic good concepts were adopted into the pricing system and a gradual profit ratio was accepted for establishing the retail sales prices. A five EU member reference country will be basis in this new system (for 2005 Italy, Portugal, France, Spain and Greece) by differenciating the countries with the lowest two prices, for the price of the product to be determined, for original and generic products in various ways among the reference countires. The new pricing system forsees profit ratios on gradual price for pharmaceutical warehouses and pharmacies. The decision arranged that a “Price Evaluation Committee” to increase, decrease or freeze the drug prices to be constituted and in the case of a change over 5% within at least 30 day period on the exchange rates, the commission will have a special meeting upon the Health Ministry’s invitation to revaluate the product prices. In the scope of this arrangement, all the drug prices were reduced in June. All the drug supplier firms have paid the price differences of the drugs sold to pharmacies and found in the stocks of the warehouses. Effective from June 15, a gradual warehouse and pharmacy profit margin implementation has begun. Accordingly, for both imported and domestic products the producer prices were determined as following; - for the products priced between TRY 0-10 the pharmacy profit 25% warehouse profit 9% - for the products priced between TRY 0-50 the pharmacy profit 24% warehouse profit 8% - for the products priced between TRY 50-100 the pharmacy profit 23% warehouse profit 7% - for the products priced between TRY 100-200 the pharmacy profit 16% warehouse profit 4% - for the products priced over 200 millions the pharmacy profit 10% warehouse profit 2% The Health Ministy is authorized to re-determine these rates set forth in the arrangement according to the annual Wholesale Price Index (WPI) increase of chemical goods and the breakdown of the total medical products sales for the last three years as the criteria. The gradual pricing implementation aforementioned has been implemented according to the scales forming the drug price. In this implementation, the profit rates of the imported products have increased due to the scales. The profit rates of the expensive products have fallen, on account of the stocks of the Company there have been no loss recorded. Based on the decree printed in March 3, 2004, 25391 numbered official gazette about the increasing exchange rates, medicine prices increased by 8,74% in August 1. In this scope,pharmacists increase medicine purchases considering price increases. Upon to price increases, pharmaceutical warehouses do not make new price exercise to medicines in inventory but pharmacists sell with the new price labels. All these variables influence pharmacists medicine demand in 2004. Pharmacists lower their inventories to minimum in price drops and increase their demand in price increases. Company announced discount applications in 2004 mainly equals to 2003's applications and these discounts eventuate as an addition of 5%, 7%, 10% or no discount except pharmacist and pharmaceutical warehouses' profit. Also in this period like in 2003, generics companies' applications continue by revenue premiums, excess good and maturity. Information about companies' shares received from the main suppliers in 2004 and purchase totals of these suppliers is given in following table.

SUPPLIERS SUM (YTL)* Abdi �brahim 147.376.337 Sanofi-Aventis 134.361.857 Novartis 118.569.576 Glaxo 99.313.056

Prospectus

Eczacıba�ı Medicine 89.028.498 Other 1.186.035.832 TOTAL 1.774.685.156

(*) In these chapters, totals include sums with manufacturer's prices. These companies pass to graduated price application and average pharmaceutical warehouse profit eventuated as 7.6% and average pharmacist profit eventuated as 23%. THE YEAR 2005 As of 10 February 2005 all Social Security Organization (SSK) hospitals have been transferred to the Ministry of Health. With this transfer, people who had to go to SSK to buy their medicines started to use pharmacies. According to the protocol signed between the Ministry of Finance, the Ministry of Labour and Social Security, and Turkish Pharmacists’ Association; the application of company specific discounts has been agreed upon for the medicaments purchased from pharmacies and paid for by the state from 10 February 2005 and onwards. Company specific discounts have started to be implemented with varying rates of 4% and 11% in general. The aforementioned discounts are collected by the Firm from pharmaceutical companies and applied at the same rate to pharmacies. Therefore, they have no effect in the financial situation of the Firm. In this context, there has been a 25-30% increase in revenues in pharmacies’ market and it has been reflected in the Firm’s financials. With the resolution of the Price Assessment Commission dated 1 July 2005, an adjustment in the exchange rate has been made to be effective from 15 July 2005 onwards, the 8.83% decline in the interest rate from the previous fixed value of 1.7744 to 1.67178 has been reflected on drug prices as required by the Resolution Relating to the Pricing of the Products for Human Use. Pharmaceutical companies have generally assumed the price differences of warehouses and in part pharmacies. The means they used was getting price difference invoices, thereby resulting in the warehouses not making big losses. During this period 7% discount has continued to be applied in domestic products apart from company specific discounts, pharmacy profit and warehouse profit. This 7% rate has been applied for 90% of domestic products. The same situation does not apply to imported drugs. The companies conducting a campaign have sustained implementing quota and sales bonuses. The companies whose purchases exceed 5% in this period are specified below

Firms Amount YTL (*) Abdi �brahim 214.899.264 Sanofi Aventis 197.923.217 Novartis 194.534.001 Eczacıba�ı �lac 163.669.381 Glaxo Smithkline �lac 146.384.135

Other 2.152.242.808 TOTAL 3.069.652.806

(*) Amounts in this section constitute producers’ prices. After the integration of SSK into the pharmacy system, company specific discounts have started to be applied. As in 2004, other discounts have been carried on with an average 7.6% warehouse profit and 23% pharmacy profit. Excess production has been purchased from these companies and to be given to pharmacies. Producers started to implement procurement and sales bonuses. Within the Firm’s logistics system, the warehouses in Istanbul are served by company vehicles except that they may be served by the Firm’s vehicles in emergency cases. The warehouses outside Istanbul are served through freight rooms with the costs incurred by Selcuk Ecza. The products being transported are subject to transportation insurance.

Prospectus

SALE CONDITIONS In year 2003, the period with high short term interest rates, average term for purchases was 80 days, and average term for sales was 75 days. In 2004, the figures were 85 days and 80 days respectively. The term averages given for product sales are obtained by the help of the use of related functions installed at company computers. In 2005, especially following March, as also private pharmacies started to deal with SSK bills and this added financial burden to them, sales increased by 25-30%. This shows differences in areas where SSK is dominant (like for Kocaeli and Zonguldak with high worker populations). Company, with its decreasing financials costs, took into consideration the delay from governmental organization payments and decided to support the pharmacies by extending the due dates for their payments to 115 days starting from the first quarter of 2005. The strong competition was also paid attention. Average term was indeed 90 days and there existed a 25-day optional period. But the purchase-sale differences were collected from the pharmacies in forms of discounts or extra products. The risks to our company by extending the due dates will be at an amount equal to the financial expenses that will be derived using the short-term interest rates for the period. In addition, our company’s cash management control is now bearing more importance. When selling, we consider financial standing, market esteem, and monthly average medicine consumption of the pharmacy stores, then define risk limits, and open credits accordingly. These credits are arranged by evaluating the store’s average monthly purchases and its structure. 2 to 5.5-month total purchases are also taken into consideration. The risk limits determined in this way are controlled and arranged each week, the increases and decreases in a large scales in the purchases of the pharmacy is observed, the reasons are researched, and preventive measures are taken. (This arrangement is made in collaboration and joint resolution of the Branch manager, sales manageri accounting manager and district manager in our branches. The interruption of the collection from the pharmacies, the reason for the interruption is researched in great depth, according to the pharmacy feature and the market interest rates an interest cost is implemented. The most important criterion in determining the pharmacy’s risk limits is that the total of estimated receivables from public institutions and estimated total drug stock to be higher than the debt. According to the appraisement done by the Company’s experienced staff, the aim is to receive a higher collateral guarantee than the risk limit of the pharmacy, eventhough the mortgage is scarcely implemented. In spite of all these implementations, in the case of a pharmacy’ inability to provide the necessary collateral guarantee and in tha case of the check-deposit slips to bounce, the Branch manager, sales manager, accounting manager and district manager will evaluate and assess the particular pharmacy’s case, with a joint resolution they transfer the outstanding money owed by the pharmacy to the legal assistance and allocate provision in Company’s legal records. In the independently audited consolidated financial statement prepared according to the CMB’s X1 No:25 numbered notification, Company’s provision for the doubtful trade receivables are as follows.

The total mortgage amount received for the receivables by the Company, constituted of land, shop, field and residential buildings, amounted to TRY 1.568.000 as of February 28, 2006 in the Commercial Law Prospect. Main exporting countries are Nigeria, Pakistan, Germany, Lebanon, Azerbaijan and Iraq. 18. Sales conditions and changes in sales strategy in the last year, countries exported to: Information about

the financial status is given in section 17. 19. Brief information about patent, license, industrial – business, financial etc. agreements: NONE.

Period Amount (TRY) Year 2003 3.452.082 Year 2004 5.077.509 Year 2005 8.217.965

Prospectus

20. Research and development strategy of the new products/services and manufacturing/service procedures in the last 3 years, if existing: NONE.

21. Information about the articles 1, 2, 3, 5, 7, and 12 of this section being affected from extraordinary

conditions: NONE. 22. Information about interruption of business in the last 12 months which might have severely affected

or which shall affect the financial state of the company and information about union activities and labour agreement: NONE.

23. Major disagreements of the Partnership: Information about the financial status is given in section 18.

Complaint from Kotan Pharmacy of Antalya Branch customers, Turkish Competition Board has decided in 3 May 2004 that Selçuk Ecza violated article 4 of Law 4054 and sentenced Selçuk Ecza to pay an administrative fine of YTL 11,833.18. For the decision of the Competition Board to be raised, the Company filed a lawsuit by the Council of State with the file numbered 2005/5211 E of 13th Division. Council of State, decided that it was not required to be decided for the lawsuit filed by the Company seperately, since resolution of Competition Board was raised in another file (lawsuit by Kotan Pharmacy). The settlement status of the resolution is not known by the Company yet. The subject of the action of Kotan Pharmacy is the lack of resolutions to enhance competition in the penal provisions by Competition Board. Council of State raised the resolution of Competition Board in this lawsuit, due to breach of policy of neutrality by one of the members of the Board being a member of the committee executing the inquiry, stating opinion beforehand by signing the report and additional opinion report and voting for the final resolution. In case the resolution of the Council of State to raise the resolution of Competition Board and the resolution of the file of the Company in the Council of State are settled, Competition Board will execute a new inquiry and state a new resolution. Parties have the right to appeal to the resolution in Council of State. B) Other Lawsuits and Disputes There are 33 lawsuits of YTL 426.449 filed by the Group and there are 37 lawsuits with a value at risk of YTL 1.184.903 filed against the Group as of 31.12.2005. There are not any lawsuits that may affect the operations of the Company negatively in this title. The total amount of execution proceedings by the Company is YTL 11.048.145 and the total amount of execution proceedings against the Company is YTL 49.750. C) Lawsuits on Intellectual Rights The Company has been using the “Selçuk Ecza Deposu” name since its foundation in 1958 and the name with its logo since 1970. Turkish Patent Institute (“TPI”) was applied for the registry of the Company logo and name, which gained a distinction due to widespread and long term use, in classes 5 and 39. While Selçuk+figure were registered for class 5 for 10 years commencing 02.02.2000, the demand of the Company regarding the class 39 was declined with the TPI resolution dated 29.09.2000 numbered 99229 due to existence of a trademark registered by another company named Selçuk Kollektif �ti. - Aydın Özen - Hasan Aytekin. Furthermore, TPI was applied for classes 3, 9, 10, 21 and 44 classes. This application was accepted by TPI and Selçuk+figure were registered for 10 years commencing 24.02.2003 for clases 3, 9, 10, 21 and 44. Upon the rejection of TPI regarding the class 39, the Company filed a lawsuit at the 2. Court of �stanbul Intellectual and Patent Rigths with file numbered 2003/83 E for the invalidity and removal of the trademark from register and another lawsuit at the Court of Ankara Intellectual and Patent Rights against TPI and the company having the registered trademark for the termination of rejecting the classification of 39 with the file numbered 2004/454 E.

Prospectus

Court of Ankara Intellectual and Patent Rights decided the acceptance of the lawsuit and cancellation of the TPI resolution regarding the storing, packaging and encasing of goods in relation to the business occupation of the company covered in 39/9, with the justification that the Selçuk+figure trademark has been used by the Company for long years, has gained a distinctive property and the defendant company acquisced the use of the trademark by keeping its silence for long years. The file was appealed by parties and was registered in the Court of Appeals 11th division with the number 2005/9950 E. The file has not returned from the Court of Appeals yet. The file is expected to return from the Court of Appeals, in accordance with related legislations and precedents of the court. In the other lawsuit filed at the 2. Court of �stanbul Intellectual and Patent Rigths with file numbered 2003/83 E, it was decided to wait for the return of the file from the Court of Appeals. Next trial was decided to be held in 29 June 2006. Even if the lawsuit above was resolved completely against SELÇUK ECZA, there is no legal objection to the use of Selçuk Ecza Deposu+figure trademark in the context of classes 3, 5, 9, 10, 21 and 44, which are already registered. 1. Court of Ankara Intellectual and Patent Rights (2004/454) The Company filed a lawsuit at the Court of Ankara Intellectual and Patent Rights for the termination of rejecting the classification of 39 with the file numbered 2004/454 E. With the resolution dated 21.04.2005, the Court has partially accepted the lawsuit including storing, packaging, encasing of the commodities existing in the 9th sub group of class 39. The resolution is appealed by the Company. The file numbered 2005/9950 E. is reviewing by Court of Appeals as of 31.12.2005. 2. 2nd Court of Istanbul Intellectual and Patent Rights (2003/83) Since the Selçuk brand was used long before Selçuk Kollektif Ticaret A.�., SELÇUK ECZA was recognized with this brand. Therefore, for the invalidity and removal of the trademark from register that belongs to Selçuk Kollektif Ticaret A.�., lawsuit filed by the Company at the 2nd Court of Istanbul Intellectual and Patent Rights. The file is pending as of 31.12.2005 waiting for the 2004/454 numbered file to finalize.

24. Information about the investments of the Partnership:

a) As of final accounting period (31.12.2005); i) Information about the quality of the current investments, current incentives being used and their conditions :

Type and Location of the

Investment

Total Amount Total Amount (Foreign

Exchange)

Type of Foreign

Exchange

Date of Incentive

Certificate

Incentive Certificate No

Fixed Asset Purchase

525.768,13 - YTL - -

Start Date

End Date

Total Expenditure (In terms of Foreign Exchange)

Incentives Being Utilized

Export Commitment

(USD)

Completion Degree (%)

- - - - - - “Special Conditions” in the Incentive Certificate Funding of Investment

ii) Total amount of Investment Allowance as of final situation and will be utilized in coming periods:

Final Situation Coming Period

Prospectus

iii) Investment Policy of the Partnership: The company aims to develop its Information Technology infrastructure, to enlarge its distribution web, to reach 100 main warehouses and regional branches as of 2006 and to reach new export markets after completing its organization in Turkey. * Besides, in accordance with Law 4842, excluding some exceptions, 40 % of the investment expenditures to provide services over YTL 10.000 could be deducted from Corporate Tax, utilizing investment tax credit. No stopage is calculated for the deduction amount. If the corporate revenue is inadequate, the calculated investment tax credit could be transferred to future periods. It is not obligatory to hold an “Investment Incentive Certificate” to benefit from investment tax credit.According to the legislations valid before 24 April 2003, in case of utilization of accrued investment tax credit, regardless of whether the earnings are distributed or not, % 19,8 stopage will be calculated over the investment tax credit amount utilized. 25. Information about significant planned investments: The company plans to make equipment and real

estate investments and also to continue its investments in progress in order to realize its investment strategies.

26. Financial investment policies in the last three years: NONE. VIII. INFORMATION ABOUT THE GROUP 1. Business scope of the group companies and the position of the Partnership within the group : SELÇUK ECZA HOLD�NG was founded in 01.06.1978 in Istanbul with the trade name of Aksel Ecza Pazarlama ve Finansman A.�. The trade name has been changed to Aksel Holding A. �. in 27.01.1988. In the Ordinary General Assembly Meeting in 05.05.2005 the trade name is changed to SELÇUK ECZA HOLD�NG. Selçuk Ecza Holding A. �. has generated an income and profit from other operations as of years: 2003 30.206.125. – YTL 2004 50.454.747. – YTL 2005 57.325.561. – YTL The companies of the SELÇUK ECZA HOLD�NG are, SELÇUK ECZA, As Ecza Deposu Ticaret A. �., Selçuklu Turizm ve �n�aat A. �. and Mamsel �laç Sanayi ve Ticaret A. �. In terms of sales volume, SELÇUK ECZA is the largest of the Group. Mamsel �laç Sanayi ve Ticaret A. �. was founded in 05.03.1990 in Istanbul. Capital Structure : Capital Share (YTL) Capital Share (%) Ahmet Kele�o�lu 5.640.- YTL 0,0047 Nezahat Kele�o�lu 2.400.- YTL 0,002 Mustafa Sonay Gürgen 7.500.- YTL 0,00625 Yasemin Nurdan Gürgen 1.500.- YTL 0,00125 SELÇUK ECZA HOLD�NG 1.182.960.- YTL 98,58 TOTAL 1.200.000.- YTL 100,00 Mamsel �laç Sanayi ve Ticaret A.�. is dealing with import and marketing of German origined Humana brand infant food products. The net sales figures of the last 3 years are: In year 2003 2.401.035. – YTL In year 2004 2.736.063. – YTL In year 2005 3.285.402. – YTL Also, Mamsel �laç Sanayi ve Ticaret A.�. started import and marketing of German origined Pulmoll brand cough drops, as of October 2005.

Prospectus

Selçuklu Turizm ve �n�aat A.�. was founded in 30.04.2000, with the merger of Seztur �n�aat Turizm Sanayi ve Ticaret A.�. which was founded in �stanbul in 21.4.1989 and Özak �n�aat Turizm ve Ticaret A.�. which was founded in �stanbul in 10.06.1992. (Seztur �n�aat Turizm Sanayi ve Ticaret A.�. and Özak �n�aat Turizm ve Ticaret A. �. has not been founded by the Group before) Capital structure: Capital Share (YTL) Capital Share (%) SELÇUK ECZA HOLD�NG 5.349.455,10 YTL 9,22 Ahmet Kele�o�lu 50.726.626,57 YTL 87,46 Nezahat Kele�o�lu 1.923.918,18 YTL 3,32 Mustafa Sonay Gürgen 0,05 YTL 0,00 Yasemin Nurdan Gürgen 0,05 YTL 0,00 Mehmet Ali Sonat 0,05 YTL 0,00 TOTAL 58.000.000 YTL 100,00 Selçuklu Turizm ve �n�aat A.�. is operating in the fields of tourism and construction. It is operating 5 starred Club Hotel Phaselis Rose with 1,012 bed capacity, which is recorded in the assets of the company, and Selçuklu Hotel in Konya Ermenek. In terms of construction, it builds luxury residential buildings, commercial centers, hotels and warehouses. The net sales figures for the last three years are; In year 2003 10.589.438.- YTL ( 0,06 % to the Group ) In year 2004 6.897.618.- YTL ( 0,014 % to the Group ) In year 2005 9.855.701.- YTL ( 0,05 % to the Group ) Selçuklu Turizm ve �n�aat A.�. has a hotel project in Haydarpa�a and luxury residential building construction project over the land that is purchased from STFA Group. Municipality Licence works for these projects continue. 2. The debt – receivables relation of the Partnership with partners, affiliates, subsidiaries and other group companies

a) As of Latest Accounting Period (31.12.2005);

Amount Currency Interest Rate (%)

Interest Paying Periods (1, 3, 6

months/year)

Total Interest Amount Realized

1) Shareholders

Shareholder SELÇUK ECZA HOLD�NG

i. Trade Receivables ii. Non Trade Receivables iii. Trade Payables (723.745) YTL NONE

iv. Non Trade Payables

2) Subsidiary SUBSIDIARY i. Trade Receivables ii. Non Trade Receivables iii. Trade Payables iv. Non Trade Payables 3) Affiliates i. Trade Receivables ii. Non Trade Receivables iii. Trade Payables

Prospectus

iv. Non Trade Payables 4) Other Group Companies Group Company i. Trade Receivables Mamsel �laç San. ve Tic. A.�.

241.240

YTL

NONE ii. Non Trade Receivables Receivables from shareholders

153.219

YTL

NONE iii. Trade Payables Drogsan �laçları San. ve Tic. A.�. Mamsel �laç San. ve Tic. A.�. Selçuklu Turizm ve �n�. A.�.

(2.118.155)

(1.135.128) (35.827)

YTL YTL YTL

NONE NONE NONE

iv. Non Trade Payables GRAND TOTAL (3.618.397) Percentages and reasons of increases in trade and non trade receivables and payables compared to previous period: Receivables from shareholders in the previous period was 123.272.-YTL’dir. The reason of this increase is funding. Payables to Drogsan �laçları San. ve Tic. A.� in the previous period was 1.294.052.-YTL. The reason of this increase is that some portion of the payables were not paid in 2005. Payables to Mamsel �laç San. ve Tic. A.�. in the previous period was 295.755.-YTL. The reason of this increase is the incrase in products purchased. Payables to Selçuklu Turizm ve �n�. A.�. in the previous period was 27.752.-YTL. The reason of this increase is the incrase in services acquired. Time provided for Interest Cost: NONE. Reasons for non trade receivables and payables: Funding Sales to mentioned companies and gross profit due to these sales: are shown in part 14.

b) As of 28.02.2006;

Amount Currency Interest Rate (%)

Interest Paying Periods (1, 3, 6

months/year)

Total Interest Amount Realized

1) Shareholders

Shareholders SELÇUK ECZA HOLD�NG A.�.

i. Trade Receivables ii. Non Trade Receivables iii. Trade Payables (603.463) YTL NONE

iv. Non Trade Payables

2) Subsidiary Subsidiary As Ecza Deposu Ticaret A.�.* i. Trade Receivables ii. Non Trade Receivables 70.561.950 YTL 1.508.300 YTL iii. Trade Payables (156.638) YTL NONE iv. Non Trade Payables 3) Affiliate i. Trade Receivables ii. Non Trade Receivables iii. Trade Payables iv. Non Trade Payables

Prospectus

4) Other Group Companies Group Company

i. Trade Receivables Mamsel �laç San. ve Tic. A.�.

11.682

YTL NONE

ii. Non Trade Receivables Ortaklardan Alacaklar

202.194

YTL NONE

iii. Trade Payables Drogsan �laçları San. ve Tic. A.�. Mamsel �laç San. ve Tic. A.�. Selçuklu Turizm ve �n�. A.�.

(1.036.685)

(844.709) (646)

YTL YTL YTL

NONE NONE NONE

iv. Non Trade Payables GRAND TOTAL 68.133.685 1.508.300 YTL Percentages and reasons of increases in trade and non trade receivables and payables compared to previous period: NONE. Time provided for Interest Cost: NONE. Reasons for non trade receivables and payables: Funding Sales to mentioned companies and gross profit due to these sales: NONE.

* Figures of As Ecza Deposu ticaret A.�. are consolidated. 3. Information about the loans received by the Partnership and transferred to subsidiaries and/or affiliates: SELÇUK ECZA finances As Ecza Deposu Ticaret A.�. and charges interest invoices each month taking the bank loan interest rates into consideration. 4. Information about loans received by subsidiaries and/or affiliates and transferred to the Partnership: NONE. 5. Information about loans received by the Partnership and transferred to other group companies : NONE. 6. Information about loans receieved by other group companies and transferred to the Partnership : NONE. 7. Type and amount of obligations in favor of shareholders, affiliates, subsidiaries and other group companies:

a) As of last accounting period (31.12.2005); Name Surname / Trade Name Obligation Type Amount Maturity

Selçuklu Turizm ve �n�aat A.�. Bail 3.000.000 USD 24.07.2006 Selçuklu Turizm ve �n�aat A.�. Bail 3.000.000 USD 02.09.2006 Selçuklu Turizm ve �n�aat A.�. Bail 3.000.000 EURO 26.04.2006 Selçuklu Turizm ve �n�aat A.�. Bail 7.000.000 EURO 03.11.2006 Selçuklu Turizm ve �n�aat A.�. Bail 5.000.000 EURO 02.03.2007

b) As of 28.02.2006;

Name Surname / Trade Name Obligation Type Amount Maturity

Selçuklu Turizm ve �n�aat A.�. Bail 3.000.000 USD 24.07.2006 Selçuklu Turizm ve �n�aat A.�. Bail 3.000.000 USD 02.09.2006 Selçuklu Turizm ve �n�aat A.�. Bail 7.000.000 USD 02.03.2007 Selçuklu Turizm ve �n�aat A.�. Bail 3.000.000 EURO 26.04.2006 Selçuklu Turizm ve �n�aat A.�. Bail 7.000.000 EURO 03.11.2006 Selçuklu Turizm ve �n�aat A.�. Bail 5.000.000 EURO 02.03.2007

Prospectus

8. Information as of last accounting period and last situation about paid and acquired fees to affiliates, subsidiaries and other group companies for consultancy and management purposes and their amounts: NONE. Procurement of other types of services are stated in section 15. 9. Amounts of the loans given to the managers of the Partnership by partnership and other group companies as of the last accounting period and last situation, applied interest rate and guarantees of the managers related or not related with business scope: NONE. 10. Amounts of the loans given by the Partnership to the managers of the afiliates, subsidiaries and other group companies as of the last accounting period and last situation, applied interest rate and guarantess of the managers not related with business scope: NONE. 11. Brief information about projects of transferring internal and/or external resources to affiliates, subsidiaries and to other group companies : NONE. 12. Information about Corporation’s selling and buying of participation shares and/or real estates to/from affiliates, subsidiaries and other group companies as of the last three years and as of the last stage :

2003* 2004* 2005* 31/01/2006 NONE NONE Land Sale None

431/1000 share real estate which is registered in �stanbul, Üsküdar, Altunizade 2. Bölge Köyü Ko�uyolu Sokak 165-166 pafta 1313 ada 13 parsel no is sold for an amount of 10.500.000. – YTL to Selçuklu Turizm ve �n�aat A. �.

* In defining the amounts for the mentioned periods Serial XI No:25 Communiqué of the Board of Capital Markets is applied. In line with the insistent demands of the foreign investors during road shows within the public offering program, SELÇUK ECZA has decided to buy approximately 20 % of the shares of As Ecza Deposu Ticaret A.�, which is active in the same industry and 80 % shares of which is already owned by SELÇUK ECZA. With the resolution provided below, numbered 2005/08 and dated 18th November 2005, SELÇUK ECZA HOLD�NG has decided to sell its 19,995 % participation shares in As Ecza Deposu Ticaret A.� to SELÇUK ECZA within 2006, and with the resolution provided below, numbered 2005/087 and dated 18th November 2005, SELÇUK ECZA has decided to buy As Ecza Deposu Ticaret A.� shares from SELÇUK ECZA HOLD�NG within 2006. With the resolution numbered 2006/003 and dated 2nd March 2006, for determining the transaction price, SELÇUK ECZA HOLD�NG has decided to hold 1 YTL nominal valued As Ecza Deposu Ticaret A.� share for itself and sell the remaining 19,995 % shares for a price which will be calculated after a discount is applied to the arithmetic average of the prices determined using the generally accepted market multiples Price/Earnings (P/E), Enterprise Value/ Earnings before interest tax depreciation and amortization (EV/EBITDA). These multiples are going to be calculated using the public offering market value of SELCUK ECZA as a basis. With the resolution numbered 2006/008 and dated 2nd March 2006, SELCUK ECZA has decided unanimously to buy remaining 19,995 % shares for a price which will be calculated after a discount is applied to the arithmetic average of the prices determined using the generally accepted market multiples Price/Earnings (P/E), Enterprise Value/ Earnings before interest tax depreciation and amortization (EV/EBITDA). These multiples are going to be calculated using the public offering market value of SELCUK ECZA as a basis. Afterwards SELCUK ECZA HOLDING and SELCUK ECZA has taken the below decisions regarding the transaction price DECISION OF SELÇUK ECZA HOLDING A.�. BOARD OF DIRECTORS.

DECISION NO : 2006/004 DATE OF DECISION, TIME : 31/03/2006, Hour: 09:00 PARTICIPANTS : Ahmet Kele�o�lu, Nezahat Kele�o�lu AGENDA : About the sale of 20% shares of As Ecza Deposu Ticaret A.�.

Board of Directors of SELCUK ECZA HOLDING ANON�M ��RKET� has taken the following decision unanimously

Prospectus

It is decided to sell 7.998.000.-YTL nominal valued portion of the 7.998.989.-YTL nominal valued As Ecza Deposu Ticaret A.�, shares that our company owns to Selçuk Ecza Deposu Ticaret ve Sanayi Anonim �irketi under following conditions:

i.The transfer of shares is to be completed latest one month after o Selçuk Ecza Deposu Ticaret ve Sanayi Anonim �irketi shares begin trading on ISE

ii.Transfer price for each 1 YTL nominal values share is to be determined in line with the public offering price of Selçuk Ecza Deposu Ticaret ve Sanayi Anonim �irketi as described in Board of Directors Decision numbered 2006/003 and dated 02.03.2006, provided that the transfer price per share to be between 4,70 and 5,70 interval.

iii.The payment to be by installments such that 50 % of the total payment to be realized within 90 days following the transfer of shares and the remaining 50 % to be realized within 180 days following the transfer of shares.

DECISION OF SELÇUK ECZA DEPOSU T�CARET ve SANAY� A.�. BOARD OF DIRECTORS

DECISION NO : 2006/015 DATE OF DECISION, TIME : 31/03/2006 Time: 10:00 PARTICIPANTS : Ahmet Kele�o�lu, Nazım Karpuzcu, Nezahat Kele�o�lu, Mehmet Yılmaz, �. Haluk Ö�ütçü, Ali Akcan AGENDA : About the purchase of 20% shares of As Ecza Deposu Ticaret A.�. Board of Directors of SELCUK ECZA HOLDING ANON�M ��RKET�, gathered under the Charimanship of Ahmet Kele�o�lu, has taken the following decision unanimously:

It is decided to buy 7.998.000.-YTL nominal valued portion of the 7.998.989.-YTL nominal valued As Ecza Deposu Ticaret A.�, shares that other major shareholder Selçuk Ecza Holding A.�. owns under following conditions:

a) The transfer of shares is to be completed latest one month after our company shares begin trading on

ISE b) Transfer price for each 1 YTL nominal values share is to be determined in line with the public

offering price of our company as described in Board of Directors Decision numbered 2006/008 and dated 02.03.2006, provided that the transfer price per share to be between 4,70 and 5,70 interval.

c) The payment to be by installments such that 50 % of the total payment to be realized within 90 days following the transfer of shares and the remaining 50 % to be realized within 180 days following the transfer of shares.

Within the context of the studies for determining the transaction price for the purchase of 19,995 % shares of As Ecza Deposu Ticaret A.�. (“ As Ecza”), the valuation report prepared by �� Yatırım Menkul De�erler is presented below:

AS ECZA DEPOSU T�CARET A.�.

VALUATION REPORT Consolidated figures of Selçuk Ecza Deposu Ticaret ve Sanayi A.� and multiples calculated according to the initial public offering price range of Selçuk Ecza are taken as reference for the valuation study of As Ecza Deposu Ticaret A.�. (“As Ecza”). Market capitalization of Selçuk Ecza is estimated using the declared unit share price range of YTL 4,60 –5,60 and corresponding widely used multiples (Price/Earning (P/E) and Enterprise Value to Earnings Before Interest Depreciation Taxes and Amortization (EV/EBITDA)) are calculated. The figures for As Ecza are multiplied by the multiples calculated and, taking the average two values, the enterprise value range for As Ecza is determined as USD 146,0 – 174,6 million. Since As Ecza is relatively a less liquid company and entertains relatively a higher level of risk, discount rates of 5% and 3% are applied and the final enterprise value range of USD 139,3 – 168,9 million is estimated. The price range corresponds to a share price range of YTL 4,7 – 5,7.

Prospectus

(mn USD) 2005 Net Sales 2.046 EBIDTA 114 Net Profit 70 Net Debt 137 Price (YTL) Market Capitalization

(mn USD) P/E 05 EV/EBIDTA

05 4,6 679 9,7 7,2 5,6 827 11,9 8,5

YTL/USD 1,355 AS Study Price (YTL) 4,6 5,6 Associated P/E ratio 9,7 11,9 Associated EV/EBIDTA ratio 7,2 8,5 AS Values P/E Value 125,3 152,6 EV/EBIDTA Value 166,6 196,6 Average Value (USD) 146,0 174,6 Discount Rate 5 % 3 % Value (USD) 139,3 168,9 Share Price (YTL) 4,7 5,7

13. The amount of securities issued by shareholders, affiliates, subsidiaries and other group companies as of the last accounting period and latest situation, and the partnerships issuing them: NONE. 14. Sales and procurement transactions with shareholders, subsidiaries, affiliates and other group companies:

a) As of the last accounting period (31.12.2005): Trade Name Type Amount

Purchase Drogsan �laçları San. Ve Tic. A.�. Pharmaceuticals 7.988.061 Purchase Mamsel �laç Sanayi ve Tic. A.�. Product 1.477.090 Purchase Selçuklu Turizm ve �n�aat A.�. Service 483.973

TOTAL 9.949.124 Sale Drogsan �laçları San. Ve Tic. A.�. Product and Service 902.932 Sale Mamsel �laç Sanayi ve Tic. A.�. Product and Service 76.802 Sale Selçuklu Turizm ve �n�aat A.�. Service 30.000

TOTAL 1.009.734

a) As of the last accounting period (31.12.2005)*: Trade Name Type Amount

Purchase As Ecza Deposu Tic. A.�. Product and Service 20.300.062 TOTAL 20.300.062

Sale As Ecza Deposu Tic. A.�. Product and Service 32.123.713 TOTAL 32.123.713

*As Ecza Deposu Ticaret A.�. figures are consolidated. 15. Interests, rents and similar amounts paid to or received from shareholders, affiliates, subsidiaries and other group companies :

Prospectus

a) As of last accounting period (31.12.2005);

Trade Name Type Amount (YTL) PAID TO THE GROUP

Rent SELÇUK ECZA HOLD�NG Office and Warehouse Rent

744.000

TOTAL 744.000 RECEIVED FROM

THE GROUP

Interest As Ecza Deposu Tic. A.�. Funding Cost 5.479.000 Rent Rent Rent

As Ecza Deposu Tic. A.�. Mamsel �laç San. A.�

Selçuklu Turizm ve �n�aat A.�.

Warehouse Rent Office Rent Office Rent

72.000 36.000 30.000

TOTAL 5.617.000

b) As of (31.01.2006); Trade Name Type Amount (YTL)

PAID TO THE GROUP Rent SELÇUK ECZA HOLD�NG Office and Warehouse

Rent 67.500 (monthly)

RECEIVED FROM THE GROUP

TOTAL 67.500

Interest As Ecza Deposu Tic. A.�. Funding Cost 873.200 Rent Rent Rent

As Ecza Deposu Tic. A.�. Mamsel �laç San. A.�

Selçuklu Turizm ve �n�aat A.�.

Warehouse Rent Office Rent Office Rent

6.600 (monthly) 3.300 2.750

TOTAL 885.850

There is not any rent agreement between group companies. SELÇUK ECZA charges monthly invoices to As Ecza Deposu Ticaret A.�., Selçuklu Turizm ve �n�aat A.�., Mamsel �laç San. ve Tic. A.�. for renting. Selçuk Ecza Holding A.�. charges monthly invoices to SELÇUK ECZA for renting.

IX. FUNDAMENTALS OF STOCK SHARE TAXATION A) Taxation of income from the sale of stocks

1. Securities acquired after 01.01.2006 and traded in the Stock Exchange Banks and intermediary financial institutions will make tax payments on behalf of investors every 3 months of the calendar year, withholding 15% for;

i) any difference between the acquisition and sales value of stocks for which intermediary service is rendered,

ii) income earned from loan transactions of stocks for which intermediary service is rendered. The FIFO method is to be used for calculating the base for withholding taxes paid on behalf of investors in case a portion of the stocks that have been acquired on different dates are sold. In case stocks are sold short, the tax base is calculated by considering the sale date as the date on which the first acquisition is made after the short sale. The weighted average method will be used for establishing the daily acquisition cost for the in case of multiple acquisition and sale transactions. Commissions and fees paid for acquisition and sale transactions as well as the “banking and insurance transactions tax” (BSMV) will be taken into consideration when establishing the tax base for withholding taxes.

Prospectus

For quarterly periods, multiple acquisition/sale transactions undertaken should be considered as a single transaction for the realization of withholding tax payments on behalf of investors. Losses stemming from stock acquisitions and sales can be used to offset subsequent period taxes given they are within the same calendar year. There is no withholding tax in case stocks sold belong to institutions with full tax liability, are traded on the Istanbul Stock Exchange (�MKB) and have been held on to for a period of over one year. In addition, provisions in Article 80 of the Income Tax Code (GVK) will not be applicable for income earned from such stocks. Annual or special tax declarations are not required for income from the acquisition and sale of stocks subject to taxes paid on behalf of investors. Such income is not included in the annual tax declaration arising from other sources of income. Within the framework of Commercial Income Provisions, income earned from commercial transactions are considered once they have been established. Within the framework of Article 94 provisions to which taxes paid on behalf of investors are subject to, tax withholdings are used to offset taxes stated in the declarations in which income subject to tax payment on behalf of investors is declared. In addition, income taxpayers will be able to submit annual declarations for profits and losses that have been earned/incurred within quarterly periods in the same calendar year. Within this framework, all losses incurred within the year can be used to offset income declared at the end of the year. %15 income tax is calculated for the declared income. The tax calculated is offset by the amount of taxes withheld within a year. The excess (or excluded) amount is either rejected or reimbursed (refunded). However, losses that are not deductible can not be carried over to subsequent years. In the process of determining purchase/sale income subject to withholding for quarterly periods of stocks and bonds and capital market instruments besides stock shares, vigilance will be shown that the type of transactions pertaining to acquisition and sale are identical. Income will be determined separately for such types and then be subject to withholding. Pertaining to the provision of Temporary Article 67, the fact that the income earner is a real or legal entity, is a taxpayer or not, or is subject to certain tax exemptions has no effect on the above stated Tax application. 2. Securities acquired before 01.01.2006 and traded in the Stock Exchange Income earned from the acquisition/sale of marketable securities (Stocks) acquired before 01.01.2006 and sold afterwards will not be subject to withholding. 2.1. Real Entities 2.1.1. Real Entities with full taxpayer status According to Law number 4842 and Repeated Article 80 of the Income Tax Code, share acquisition/sale income will be subject to income tax. However, according to the stated Article, the income from the disposing of shares acquired without compensation, shares traded on stock exchanges established in Turkey and held on to for 3 or more months, and shares that belong to institutions with full taxpayer status and have been held on to for over a year are exempt from taxation. Identical to the sale of public securities, the acquisition cost of the stock share will be considered after being revalued at the CPI rate (excluding the month in which the stock share has been sold) as determined by the Turkish Statistical Institute (DIE) . According to Repeated Article 80 of the Income Tax Code, for the year 2005, the portion of the amount that exceeds 13.000 – YTL after discounting (index rate is applied) will have to be declared for tax purposed. Thus, income earned from selling stock shares within 3 months of acquisition, will be subject to income tax declaration under “capital gains”. Income earned from the sale of stock shares after 3 months of acquisition will be exempt from tax. 2.1.2. Real Entities with limited taxpayer status Is identical with regulations for real entities with full taxpayer status. However, within the framework of Income Tax Code Article (86/2), if all of the income subject to tax comes from income subject to tax within the framework of limited taxpayer status, fees taxed through withholding, income earned through self-employment, capital gains for movable and immovable assets, and no income subject to withholding, it is not subject to annual tax declaration. If the total income subject to tax has income items subject to withholding, it is subject to annual tax declaration.

Prospectus

2.2 Institutions 2.2.1. Income earned by corporate taxpayers from the disposing of stock shares capitalized as assets: Income derived from the acquisition and sales within the framework of commercial activities will be declared as commercial income and thus taxed accordingly. 2.2.2. Institutions with limited taxpayer status According to Income Tax Code Article (37/5), if institutions with limited taxpayer status also have the status of permanent security trading institution, income from acquisitions /sales will be subject to tax as corporate income. Pertaining to Income Tax Code Repeated Article 81, in case of permanent security trading status, income from foreign currency translations will be considered when determining corporate income. 3. Stock Shares not traded on the ISE and acquired after 01.01.2006 by real entities With amendments made with Law number 5281, income earned from the sale of stock shares of companies with full taxpayer status that are not listed on the ISE and held on to for over 2 years has been exempted from taxation. In case such stock shares are sold before a 2 year holding period, income from their sale will be subject to annual tax declaration. B) Taxation of dividends and dividend advances Apart from the withholding tax exemption brought to dividend income that will be received after 01.01.2006 under Income Tax Code Temporary Article 67, all principles regarding taxation valid for 2005 will continue to apply. Regulations for the taxation of dividends and dividend advances for and prior to 31.12.2005 will be as stated below. 1. Real Entities 1.1. Real Entities with full taxpayer status According to Article 86/1-c of the Income Tax Code, dividend gross income from institutions including capital gains that have been taxed though withholding and, according to Article 9 of Law number 4842, are in excess of 15.000,-YTL for fiscal year 2005 will be subject to declaration. With the amendments made to Article 94 of the Income Tax Code with Law number 4842, withholding has been rescheduled to the stage at which profits are allocated. Thus in accordance with the amendments, withholding will be exercised at rates stipulated by the state cabinet for “real entities with full taxpayer status, income and corporate tax exempt entities, real entities with limited taxpayer status, institutions with limited taxpayer status and entities with limited taxpayer status exempt from income and corporate tax” that receive dividends from institutions with full taxpayer status. With an amendment made (Article 22) to the Income Tax Code with Law number 4842, “half of the dividends“ from institutions with full taxpayer status (stated in Article 75) are exempt from income tax. According to Article 74 of the Income Tax Code, the exempt half is subject to withholding, and the entire tax withheld is deducted from the tax liability calculated from the annual tax declaration, if the dividend is declared in the annual tax declaration. In addition, there is no need to declare additional stock shares for retained earnings obtained by real entity shareholders as capital gains. Dividend advances are taxed within the same framework as dividends. 1.2 Real entities with limited taxpayer status With the amendments made to Article 94 of the Income Tax Code with Law number 4842, withholding will be exercised at rates stipulated by the state cabinet for “real entities with full taxpayer status, income and corporate tax exempt entities, real entities with limited taxpayer status, institutions with limited taxpayer status and entities with limited taxpayer status exempt from income and corporate tax” that receive dividends from institutions with full taxpayer status. According to Income Tax Code Article (86/2), for limited taxpayer status, all wages, income earned through self-employment, capital gains for movable and immovable assets, and other gains that have been subject to withholding tax within Turkey, will not be subject to annual tax declaration.

Prospectus

However, within the framework of Income Tax Code Article (101/5), taxpayers with limited taxpayer status subject to real taxation method have to make a special declaration for income and gains they have earned after leaving their previous workplace, other income and gains in return for abstaining from any kind of commercial, agricultural or professional activities or taking part in tenders, and capital gains which were not subject to withholding taxes, at Tax Offices in Turkey where such income and gain was earned. 2. Institutions 2.1. Commercial institutions and dividends through capitalization of stock shares in the assets of a commercial institution. According to amendments made to Article 94 of the Income Tax Code with Law number 4842, withholding will be exercised by institutions with full taxpayer status for dividends distributed to “real entities with full taxpayer status, income and corporate tax exempt entities, real entities with limited taxpayer status, institutions with limited taxpayer status and entities with limited taxpayer status exempt from income and corporate tax”, at rates stipulated by the state cabinet. Such income that is received within the scope of commercial activities is to be declared as commercial income and thus taxed accordingly. However under the Corporate Tax Code Article (8/1), dividends received from affiliates with full taxpayer status (except dividends from investments funds and investment trusts), shall be exempt from corporate tax. According to Article 24 of the Corporate Tax Code, dividend income from investment funds and investment trusts is to be included in the tax declarations. 2.2 Institutions with limited taxpayer status Explanations regarding institutions with full taxpayer status applies to institutions with limited taxpayer status as well. However, withholding is applied for institutions that submit annual or special declarations over the amount of capital gains transferred to its headquarters. C) Explanation regarding the responsibility of withholding tax by the issuer According to tax legislation, all withholding pertaining to the year 2005 and before and within the scope of this section will be undertaken by our cooperation, withholding pertaining to all income from the disposing of stock shares between 01.01.2006 and 31.12.2015 by banks and financial intermediaries, and withholdings pertaining to dividends by our cooperation. X. MISCELLANEOUS 1. The reasons stated in the Turkish Commercial Law for the annulment of incorporated firms and the provisions regarding liquidation in the Turkish Commercial Law and Execution and Bankruptcy Law also apply to publicly traded companies. 2. The documents listed below are open for inspection and examination by investors at the company headquarters residing at Mahir �z Cad. No:43, 34662, Altunizade-Üsküdar, �stanbul address and application points stated in Section II. a) Core Contract b) All reports prepared by specialistson which the Prospectus is based (activity report, independent audit report, reports prepared by intermediary firms prior to the issue, etc.), financial statements, assessments and views. 3. (If available) Explanation regarding legislation to which the Corporation is subject to: Explanations regarding relevant legislation can be found in section VII. on “info on transactions section 1” 4. A copy of the independent legal report prepared by Paksoy Ortak Avukat Bürosu can be found in the annex. (Annex 3) PARTIES RESPONSIBLE FROM THE PROSPECTUS

Prospectus

1. In accordance with our authority and responsibility and defined by our business, we declare that the information and data which are included on this prospectus and its attachments are true and there is nothing missing that can change the meanings of this information.

SHAREHOLDER WHOSE SHARES ARE TO BE PUBLICLY OFFERED SELÇUK ECZA DEPOSU T�CARET VE SANAY� A.�. Signature SHAREHOLDER WHOSE SHARES ARE TO BE PUBLICLY OFFERED SELÇUK ECZA HOLD�NG A.�. Signature LEAD BOOKRUNNER �� YATIRIM MENKUL DE�ERLER A.�. Signature CO-LEAD BOOKRUNNER Name Signature We approve that the financial status and business results of accounting periods of 31.12.2003 and 31.12.2004, which are stated on this prospectus conform to the financial status which was audited by our independent corporation. BA�ARAN NAS SERBEST MUHASEBEC� MAL� MÜ�AV�RL�K A.�. Signature We approve that the financial status and business results of accounting period of 31.12.2005, which are stated on this prospectus conform to the financial status which was audited by our independent corporation. ENG�N SERBEST MUHASEBEC�L�K MAL� MÜ�AV�RL�K A.�. Signature

2. Information showing which of the people are partially responsible from the prospectus and the sections:

3. Explanation about the information audited by the independent controller out of financial tables ( if exists ):