Ordinary General Committee Meeting Minutes of Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi Held on 03/04/2013

Transcription

1 Ordinary General Committee Meeting Minutes of Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi Held on 03/04/2013 Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi s 2012 Partners Ordinary General Committee Meeting was held on 03/04/2013 at 14:00, in İş Kuleleri, the company head office, at the address of Kule 3, 4. Levent Beşiktaş-Istanbul, under the supervision of Nevzat Özer, the Ministry s Representative, assigned with the notice of Istanbul Customs and Trade Directorate II dated 02/04/2013 and with /10883 number. The announcement for the meeting was conducted as stipulated in law and articles of incorporation, in the manner that will be contained within the agenda, in Turkish Commercial Registration Gazette's issue dated 11 March 2013 and with 8275 number and on the internet site of our Company, at and on Electronic General Committee System (EGKS) of Public Disclosure Platform (PDP) and Central Registration Board. Pursuant to the 29 th article of the Capital Market Law, for the invitation to the General Committee Meeting, our partners were sent additional registered reply paid letters. Upon the examination of the attendance list, it was seen that the total nominal value of of the company shares was represented in the meeting being shares with total nominal value of ,20 TL in representation and --- shares with total nominal value personally; and, thus, as a result of the understanding that the minimum aggregate quorum stipulated in the law and the articles of incorporation of the company is present in the meeting and the meeting was inaugurated, simultaneously with the electronic media by the Executive Board Chairman Hakkı Ersin Özince having underlined that Executive Board Member Ahmet Kırman and the Company auditor Haluk Yalçın was present in the meeting, 1.. In line with the proposal given, it was decided that Hakkı Ersin Özince will be the chairman of the meeting, Ertan Burhanettin Kantar will be the vote collector and Ibrahim Babayiğit will be the clerk and that authorization is given to the chairmanship assembly to sign the General Committee minutes by votes against negative votes. 2. In line with the proposal given, it was accepted that the Executive Board activity report was read; in line with the regulations of the Capital Market Board (CMB) 2012 financial tables of our company, which were subject to be arranged as per the obligation of arranging consolidated tables and Audit Committee Report as well as the summary of the Report of the Independent Audit Institution, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers were read and negotiated in line with a proposal. It was stated that there were although not present in the topics of the agenda. 3. In line with the proposal given, it was accepted that after reading of the consolidated financial tables pursuant to CMB's Serial: XI, No: 29 numbered "Communiqué for Financial Reporting in Capital Market," which were prepared in accordance with the International Financial Reporting Standards (UFRS) and gone through Independent Audit, the financial tables were opened by the Chairman of the Assembly for negotiations balance sheet and income table accounts were examined and negotiated. As a result of the voting conducted, consolidated balance and income table accounts were accepted by ,20 votes against negative votes. 4. In line with the proposal given, as a result of the separate voting, the Executive Board Members and Audit Board Members were discharged by ,20 votes against negative votes. 5. In line with the proposal given, it was accepted that the monthly remunerations of the Executive Board Members to be determined as gross TL by ,20 votes against negative votes.

2 6. In line with the proposal given, it was accepted that regarding the issue that the shareholders having the majority of management, Executive Board Members, top executives, and their relatives and acquaintances up to second degree will be able to carry out transactions in the manner that might cause clash of interests with the Company or its affiliates, to compete, to conduct the company s businesses and to partner with the companies conducting similar businesses personally or on behalf of others and to carry out other processes, will be consented, in accordance with the Articles 395 and 396 of Turkish Commercial Law and th articles of the Corporate Management Principles of the Capital Market Board by ,20 votes against negative votes. 7. In line with the proposal given, after the delivery of information about the Profit Distribution Policy revised in our Executive Board s meeting on 27 February 2013 and made public on the same date to the partners, Profit Distribution Policy voted in the General Committee was accepted by ,80 votes against negative votes. 8. In line with the proposal given, it was accepted that the amount, , that is available in our 2012 consolidated balance sheet prepared in accordance with the Capital Market Board 's Serial: XI, No: 29 numbered "Communiqué for Financial Reporting in Capital Market, will be distributed in compliance with the principles of the Profit Distribution Policy revised in our Executive Board s meeting on 27 February 2013 and made public on the same date 2012 and with the CMB s arrangements regarding profit distribution in the following manner; 1. Period Profit (except for the minority interest) Taxes to be Paid ( ) 3. Net Period Profit First Legal Reserve ( ) 5. Net Distributable Period Profit Grants Given during the Year Net Distributable Period Profit to Which the Grants where the First Legal Reserve will be Calculated First Dividend for the partners - Cash Without charge Total Dividends Extraordinary Reserves and it was unanimously accepted to distribute in cash the gross dividends corresponding to 4,733% of the current issued capital and valuing to Turkish Liras in the manner that 0,0473 TL. (4,733%) will correspond to the share with nominal 1 TL value; to distribute as a free-of-charge dividend the gross dividends corresponding to 4,733% of the current issued capital and valuing to Turkish Liras in the manner that 0,0473 TL. (4,733%) will correspond to the share with nominal 1 TL value, to make net payment to the shareholders who are subject to withholding tax after conducting the income tax withholding over the cash profit share, to determine the cash dividend payment date as 31 May 2013, and to distribute the free-of-charge dividends in the legal period stipulated in the Capital Market Board arrangements, with ,20 votes against negative votes.

3 9. In line with the proposal given, it was accepted that amendment texts of the articles 1, 2, 3, 4, 5, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31 and 32 of the Company Articles of Incorporation, approved through the consents of the Capital Market Board dated and / 3073 number and T.R. Ministry of Customs and Trade and Commerce Directorate General s permit dated and numbered / 2467 were accepted to have been read by the partners and that the amended articles are specified as follows, with ,200 votes against negative votes. New Form INCORPORATION: Article 1: Among the founders stated in the second article, a joint stock company was incorporated in order to be managed in accordance with the laws that are in force and with the provisions of this Articles of Incorporation, FOUNDERS: Article 2: The Company founders are the corporate and natural persons who signed this Articles of Incorporation and whose names are given below. 1. Türkiye İş Bankası A.Ş. 2. Muammer Eriş, Türkiye İş Bankası A.Ş. General Director 3. Fazıl Öziş, Türkiye İş Bankası A.Ş. Branches Director 4. Vehbi Emre, Türkiye İş Bankası A.Ş. Branches vice Manager S. Baki Sedes, Türkiye İş Bankası A.Ş.. General Secretary THE COMPANY TITLE: Article 3: The Company s title is " Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi." This joint stock company shall be referred in these articles of incorporation as "The Company," OBJECTIVE and SUBJECT: Article 4: A) The Company s Objective: The Company s objective is to incorporate, manage and improve a glass industry and side industry related with glass industry. On the other hand, carrying out the investment, financing, organization, and management issues of the capital Companies incorporated or to be incorporated in which capital and management it has participated, together and in a mutually collective structure; dissemination of risk by venturing into the fields other than the glass industry, ensuring the safety of the investments against the conjectural movements and thus ensuring the development and continuity of the companies, supporting the development of the capital market, accordingly the national industry, by promoting the safe participation of the savings of the Company members and the public in the capital companies in which the Company has /did not have participated, and constitution of social units within/outside the Company are among the objectives of the Company. '" B) The Company s Subject: the Company, in order to realize the objectives given above; a) The Company establishes side and complementary industries in conjunction directly or indirectly with all kinds of glass, glassware and glass industries (and/or replacement industry), takes the precautions for the development and improvement of them, and manages them.

4 b) The Company may participate in the capitals or managements of all kinds of commercial and industrial domestic or foreign companies established or to be established, working in any subject. c) The Company may, not in the form of intermediary services and portfolio management in accordance with the Capital Market law, sell stocks and bonds like Government Bonds (including treasury shares), private sector bonds, and document of profit or loss partnership, bank deposit certificate. d) On condition that they will not be in the form of investment services and activities, the Company may transfer the stock certificates (or shares) or other stocks and bonds to others, change them with other stock certificates (and/or shares) and/or other stocks and bonds, put lien on them, purchase or sell stock certificates, and secure with a pledge the stock certificates (or shares) or other stocks and bonds of other partners. e) The Company may pledge on its capital directly or indirectly and regarding the incorporation, capital increase, bank loans, and the issuance of bond and financing loans as well as their other debts. For the Company's granting of guaranty, pledge, assurance, lien, including hypothec, the principles determine within the scope of the capital market legislation are complied with. f) The Company may transfer all kinds of its receivables resulting from the sales of the companies, in which capital and management it has taken part, as well as their affiliates, and assign and/or endorse them to the other institutions in which it has/did not have participated. g) The Company may, in order to realize its objective and subjects acquire real estates (including ships) and fixed material assets in relation with the movable properties, and rent them, lease them to others partially or completely, conduct transfer, abandon or grant its nonmaterial rights with regard to the real estate and movable properties it has, conduct access, usufruct, residence rights and conduct all kinds of borrowing and savings transactions in relation with the ocular and immaterial rights pursuant to the civil law and other rights, and carry out disposals on the immovable properties with or without obligations. \" h) The Company, in respect of its objective and subject matter, may burrow with or without guarantees against the hypothecs and other securities, may give and take all kinds of personal or ocular guarantees for the collection or procurement of its receivables (including hypothec), and may conduct the registration and cancellation transactions in respect of them in the title deeds registration offices and other governmental offices. i) The Company may cooperate with the domestic and foreign companies, constitute all kinds of affiliates/partnerships with them and may enter into agreements based on material responsibility share. j) The Company, in accordance with the provisions of the law, constitute foundations with social objectives within the structure of the Company, participate in such foundations or grant charities to them. k) The Company may provide intermediary services or financial or legal consultancy services for the collections and payments of the companies in which capital and management it participates directly or indirectly. The Company may conduct the storage, transport, project design, feasibility studies, chemical and physical analyses, information processing, import, export, marketing, organization, training, and planning businesses of all kinds of enterprises in which capital and management it participates or not. The Company, for reaching its objective and in relation with its subject matter of activity, may inaugurate storehouses, stores, branches, representations, exhibitions, and similar activities abroad or domestically. The Company may, before the Turkish Patent Institute and other institutions abroad or in the country, conduct the registration of all kinds of intellectual property like brand, patent, utility model, industrial design, geographical sign, integrated circuit photographs and all kinds of initiatives before such institutions, and may provide intermediary services for the registration of the brands and patents of third persons.

5 I) The Company may involve with the search of all kinds of substances in the liquid, solid, and gas for (including LPG), closure, handing over, taking over or procurement or management of the mining areas, and in compliance with the respective laws, search, opening, storage, distribution, and trade of such matters. m) The Company may carry out all kinds of agency, advertising, tourism, investment and management businesses. n) The Company can grant charities within the scope of social responsibility and in line with the methods and principles designated by the Capital Market Board. The charities can be granted in the manner that will not compromise its objective and subject matter and on condition that their limits will be determined by the General Committee, that they will not give such charities in the amounts that exceed such limit, that it will add the charities made to the distributable profit estimation, that it will not contravene the CMB's covert profit transfer arrangements, that they will make the required special condition remarks, and that the grants given domestically will be notified to the partners in the General Committee meeting. 0) In the event that amendments are made in the Company s objective and subject matter, required consents will be sought from the Ministry of Customs and Trade and Capital Market Board. p) The Company may carry out all kinds of transactions with regard to the maters written in the paragraphs a - o above and other transactions that will facilitate them. THE COMPANY S HEAD OFFICE AND BRANCHES Article 5: The Company's head office is in Istanbul and its address is İş Kuleleri Kule Levent - Beşiktaş/Istanbul. In the event that the address changes, the new address is registered in the commercial registry and announced in the Turkish Commercial Registration Gazette as well as the Company's internet site and additionally notified to the Ministry of Customs and Trade and Capital Market Board. The notices sent to the registered and announced address are considered to have been made to the Company, For the Company that has vacated the registered and announced address and failed to register its new address in the legal period, this condition is considered to be a reason for annulment. The Company may inaugurate branches internationally or domestically upon notifying the Ministry of Customs and Trade. CAPITAL Article 7: The Company has accepted the registered capital system in accordance with the provisions of the Capital Market Law and started to apply this system with the consent of the Capital Market Board dated and numbered 93, The Company's registered capital ceiling is Turkish Liras divided into shares each with 1 (one) Krush of nominal value. The registered capital ceiling permission given by the Capital Market Board is valid for the years of (5 years). Even if it will have failed to reach the permitted registered capital ceiling at the end of 2016; for the Executive Board to resolve to increase the capital after 2016; for a previously permitted or a new ceiling amount, authorization must be received from the General Committee through the consent of the Capital Market Board on condition that it will not exceed 5 years time. In the event that such authorization is not received, the Company is considered to be excluded from the registered capital system.

6 The Company's issued capital is Turkish liras and each of these amounts was divided into shares, each with 1 krush nominal value, to the bearer. The Turkish liras representing the issued capital was completely paid and fulfilled. The shares constituting the capital are tracked through recording within the framework of the principles of dematerialization. PERIOD OF THE EXECUTIVE BOARD: Article 9: Members of the Executive Board are selected for up to maximum 3 (three) years. In the event that one of the memberships is vacated or an independent Executive Board member loses his/her independency, election is conducted in accordance with the provisions of the Turkish Commercial Law and Capital Market Board arrangements and presented for approval in the first General Committee. The member whose period ends can be re-elected. If the General Committee deems necessary, it may change the Executive Board members completely or partially regardless of their period of office. EXECUTIVE BOARD S CONVENTION AND WORKING ORDER: Article 10: The Executive Board, after each General Committee meeting, elects a chairman and deputy chairman. However, if the chairman and/or deputy chairman leave this duty for any reason, the Executive Board conducts election again for the vacated posts. In the cases where no chairman is present, the Executive Board is chaired by the deputy Chairman. If there no such deputy Chairman, the Executive Board is presided by a temporary chairman it will elect among its attendees. Executive Board's meeting time and agenda are determined by the Chairman. In the cases where no chairman is present, such duty is carried out by the deputy Chairman. However, the meeting date can be determined by the resolution of the Executive Board as well. The Executive Board convenes as required by the Company s businesses and transactions but it must convene at least once a month. While the Executive Board is making its resolutions, it pays attention to the meeting and resolution quorum in accordance with the respective legislation of the Turkish Commercial Law and Capital Market law. Executive Board may establish commissions and committees in addition to the commissions and committees stipulated in the Turkish Commercial Law, Capital Market law, and Capital Market Board's regulation for corporate management as well as respective other legislation provisions, in order to carry out the application of the Company businesses and respective resolutions and policies and the supervise them. In the constitution of all these committees and in the determination of those who would take part as well as of the principles of their assignments, regulations of the Turkish Commercial Law, Capital Market law, and Capital Market Board 'nun regulations on corporate management are complied with. In addition, for the early determination of risk, a committee must be established within the framework of the Turkish Commercial Law s 378 th article. EXECUTIVE BOARD S AUTHORIZATIONS: Article 11: The Executive Board is authorized to make resolutions regarding various transactions required for the realization of the subject matter of the operation of the Company, except for the issues for which authorization was given to the General Committee in accordance with the law and the articles of incorporation. The Executive Board may, through the proposal it will prepare pursuant the TCL's 367/1 st article, assign the management to one or more Executive Board Members partially or completely. The period of office of the General Manager and Managers and all the officials having authorization of signing and their authorization as signatories is not limited with the period of office of the Executive Board members. The signature authorizations of these persons shall be valid until the Executive Board is abolished.

7 REPRESENTATION AND BINDING OF THE COMPANY: Article 12: The management and representation of the Company belongs to the Executive Board. In order for the documents that will be arranged on behalf of the Company to be valid and binding upon the Company, they must be signed by the authorized signatories of the Company. The persons authorized to sign on behalf of the Company and the manner of signing are determined by the Executive Board. This resolution of the Executive Board is registered and announced. Upon the resolution of the Executive Board, authorization of representation of the Company can be assigned through a single signature to one of the members of the Executive Board, to one or more managing members or to third persons as directors. It is conditional that at least one Executive Board member will have the authorization to represent. Unless notarized copy of names of the persons authorized to sign and the resolution and the resolution showing the authorization of representation of such persons are not recorded and announced in the commercial registry, assignment of the authorization of authorization of representation shall not be valid. Restriction of the authorization of representation does not apply to third persons with good will; however, the restrictions that apply when the authorization of representation is allotted only to the head office or a branch or the restrictions registered and announced for being used jointly shall apply. Provisions of the Turkish Commercial Law's 371 st, 374 th, and 375 th articles are reserved. REMUNERATION OF THE Executive Board MEMBERS: Article 13: Issues of delivering the remunerations, attendance fees, premiums, and dividends from the annual profit to the Executive Board members are decided upon by the General Committee in compliance with the provisions of the Turkish Commercial Law and Capital Market law and respective legislation. AUDIT Article 14: The Audit of the company is carried out within the scope of the provisions of the Turkish Commercial Law and Capital Market law and respective legislation to which the Company is subject. GENERAL COMMITTEE: Article 15: General Committees convene as ordinary and extraordinary meetings. Ordinary General Committee meets in accordance with the provisions of the Turkish Commercial Law, Capital Market law, and respective legislation. Extraordinary General Committees meet in the circumstances and times required by the businesses of the Company in accordance with the law and the provisions specified in these articles of incorporation and respective resolutions are made. Managing members, if any, as well as at least one Executive Board Member and independent auditor must be available in the General Committee meeting. Participation in the meeting in electronic environment The shareholders with the right of attending the General Committee meetings of the company may take part in such meetings in an electronic environment pursuant to article 1527 of the Turkish Commercial Law, the Company may use the electronic General Committee system that will allow the shareholders participate in the General Committee meetings, make respective statements and recommendations, and cast their votes in accordance with the provisions of the Regulation Regarding the General Committees that will be Conducted in Electronic Environment in Joint Stock Companies, or it is possible that it might purchase services from the systems constituted for this reason. In all the General Committee meetings to be conducted, it is ensured that the shareholders and their representatives use the rights specified in the provisions of the said Regulation through the system that will be established in accordance with this provision of the articles of incorporation.

8 ANNOUNCEMENT: Article 16: Announcements belonging to the Company are made in accordance with the arrangements of the Capital Market Board on condition that the provisions of the Turkish Commercial Law regarding announcements are reserved. General Committee announcements are made in accordance with the Turkish Commercial Law, Capital Market law, and other legislation, MEETING VENUE: Article 17: The meeting venue of the General Committee is the Company head office. However, in the necessary circumstances, the Executive Board may summon the General Committee to convene in another address in the province where the Company head office is present. THE MINISTRY S REPRESENTATIVE: Article 18: For the Ministry s Representative who will take part in the General Committee meetings, regulations of the Ministry of Customs and Trade are complied with. QUORUM: Article 19: General Committee meetings and quorum of resolutions in these meetings are subject to the respective provisions of the Turkish Commercial Law and Capital Market law. VOTING: Article 20: In the ordinary and extraordinary General Committee meetings, each representative has one right of vote for each share AMENDMENTS IN THE ARTICLES OF INCORPORATION: Article 21: Conclusion and application of all kinds of amendments that will be applied in these articles of incorporation are carried out in accordance with the provisions of the Turkish Commercial Law and Capital Market Law. Subsequent to duly approving the respective amendments and registering them in the commercial registry, they become valid as of the date of announcement. Resolution for the amendment of the articles of incorporation is made in accordance with the Law, Board legislation and the provisions specified in the articles of incorporation after receiving the respective consent from the Capital Market Board and the Ministry of Customs and Trade, in the General Committee meeting, where compliance with the law and the provisions of the articles of association will be observed. ASSIGNMENT OF THE REPRESENTATIVE: Article 22: In the General Committee meetings, partners may represent themselves through the other partners or representatives they would assign from outside. The representatives partnering the Company are authorized, in addition to their own votes, to cast the votes of the shares that they represent. The form of the authorization documents are assigned and announced by the Executive Board and Capital Market Board's regulations regarding casting of votes in the joint stock companies that are open to public by way of representation as well as the arrangements of the Turkish Commercial Law for the General Committee meetings that will be carried out in electronic environments in the joint stock companies are complied with. MANNER OF CASTING VOTES: Article 23: In the General Committee meetings, voting is conducted as overt casting and by raising hands. However, upon the demand of the partners who are present and representing at least one tenth of the

9 issued capital, covert vote-casting is applied and the arrangements of the Capital Market Board regarding the issue are complied with. In the case of casting votes in the General Turkish Commercial Law are observed. Committee regulations of the Capital Market Board and ANNUAL ACCOUNTS: Article 24: The Company s account year starts with the first day of January and ends on the last day of December. DISTRIBUTION OF PROFIT: Article 25: After deducting the Company s general costs and compulsory amounts that must be paid by the Company such as various amortizations as well as the amounts of the taxes that must be paid by the corporate personality of the Company, from the revenues of the Company determined at the end of the activity period, remaining period profit seen on the balance sheet is distributed after deducting the losses of the previous year, if any, as follows: General Legal Reserve Fund: a) 5% is allocated as a legal reserve fund First Dividend: b) From the remaining value, first dividend is allocated form the amount that would be obtained with the addition of the amount of grants made during the year, if any, in accordance with the provisions of the Turkish Commercial Law and Capital Market Legislation. Second Dividend: c) From the net period profit, after deducting the amounts specified in the (a) and (b) paragraphs, General Committee is authorized to distribute the remaining part, partly or completely, as the second dividend, or to allocate upon its own will as a reserve fund in accordance with the Turkish Commercial Law's 521 st article. General Legal Reserve: d) Turkish Commercial Law's paragraph 519/4 is reserved. Unless the reserves that must be allocated through the provision of the law are not allocated, and unless the profit share designated in the articles of incorporation for the shareholders is not distributed in the form of stock certificates and/or in cash, no decision is made for allocating another reserve fund, transferring it to the subsequent year, and distribute the dividend share to the Executive Board members and officials, attendants, and foundations established for various reasons as well as such persons and/or institutions. The profit share is distributed to all the dividends as of the date of distribution without taking the issuance and acquisition dates of them, in an equal manner. Profit dividend advance can be distributed on condition to comply with the methods and principles specified in the Capital Market Legislation. DATE OF DISTRIBUTING THE PROFIT: Article 26: The date and manner of distributing the annual profit to the partners is decided upon the proposal of the Executive Board in accordance with the Capital Market Board's regulations by the General Committee. The profits distributed pursuant to the provisions of these articles of incorporation are not received back. The provisions regarding receiving back in the Turkish Commercial Law are reserved.

10 ISSUANCE OF THE BONDS AND OTHER BURROWING INSTRUMENTS: Article 27: The Company may, in order to be sold to the domestic and international natural and corporate persons, and in compliance with the provisions of the Turkish Commercial Law, Capital Market Board Law, and other legislation in force, issue all kinds of bonds, financial bills, profit and loss partnership document, and the capital market instruments that will be accepted by the Capital Market Board and/or legal instruments. The authorization of issuing the capital market instrument in the form of a burrowing instrument was granted to the Executive Board for an indefinite period within the framework of the provisions of the Capital Market Law. For the issues of the limit of the borrowing instruments to be issued and for tracking their records, provisions of the Capital Market law and respective legislation are complied with. LIQUIDATION DECISION: Article 28: The Company is liquidated through the reasons specified in the Turkish Commercial Law or by court resolution or through the General Committee resolutions that are in compliance with the respective provisions of the Turkish Commercial Law. LIQUIDATION OFFICER: Article 29: If the Company is terminated or annulled for a reason other than bankruptcy, the liquidation officers are assigned by the General Committee. RESPONSIBILITY OF THE LIQUIDATION OFFICERS: Article 30: The Company s termination and liquidation and the manner of conducting the liquidation as well as the responsibilities of the liquidation officers are determined in accordance with the respective provisions of the Turkish Commercial Law, LEGAL PROVISIONS: Article 31: About the issues that are not available in these articles of incorporation, provisions of the Turkish Commercial Law and Capital Market law and the respective legislation shall apply. COMPLIANCE WITH THE CORPORATE MANAGEMENT PRINCIPLES: Article 32: The Corporate Management Principles obliged by the Capital Market Board are complied with. Transactions carried out without compliance with the obligatory principles and resolutions of the Executive Board are invalid and considered to be contrary to the articles of incorporation, In the transactions specified in the Capital Market Legislation as important transactions as well as all kinds of respective party transactions of the Company and in the transactions regarding the grant of guarantee, pledge, and hypothec for the benefit of third persons, Capital Market Board's regulation regarding corporate management are complied with. 10. In line with the proposal given, it was accepted that considering the recommendation of the Committee Responsible for Audit and Executive Board and in compliance with the principles determined pursuant to the provisions of the 6102 nd Turkish Commercial Law, 6362 nd Capital Market law and respective other legislation, audition of the Company s financial tables for the 2013 account period, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PrlcewaterhouseCoopers Turkey) audition of the Company and Community Audition for carrying out the other activities in this regard, were accepted by ,20 votes against negative votes.

11 11. In line with the proposal given, the Proposal prepared by the Executive Board regarding the General Committee s Working Methods and Principles" was read, counted, and accepted by ,20 votes against votes in the following manner. Proposal for Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi General Committee s Working Methods and Principles First Section Objective, Scope, Basis, and Definitions Objective and Scope ARTICLE 1 Objective of this proposal is to determine the Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi General Committee s Working Methods and Principles within the framework of the Law, Capital Market Board legislation and the provisions of the articles of incorporation. This proposal covers all the ordinary and extraordinary General Committee meetings of Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi. Basis ARTICLE 2 This proposal was prepared by the Executive Board in accordance with the provisions of the Regulation Regarding the Methods and Principles of the Companies General Committee Meetings and the Representatives of the Ministry of Customs and Trade who will be available in these meetings. Definitions ARTICLE 3 Specified in this proposal: a) Sitting: One-day meeting of the General Committee, b) Law: Turkish Commercial Law dated 13 January 2011 and numbered 6102, c) Session: Each section of every sitting interrupted due to reasons like having a break, meal, and the like, d) Meeting: Ordinary and extraordinary General Committee meetings, e) Meeting chairmanship The board consisting of the meeting chairman elected in accordance with the first paragraph of the Law s 419th article by the General Committee in order to preside the meeting, of the meeting vice chairman chosen when necessary by the General Committee, of the minutes clerk to be determined by the meeting chairman, and of the vote collector if deemed necessary by the meeting chairman. SECOND SECTION General Committee s Working Bases and Principles Provisions to be complied with ARTICLE 4 (1) Meetings are held in accordance with the Law, respective by-laws, and provisions of the articles of incorporation regarding General Committee. Entrance to the meeting venue and preparations ARTICLE 5 1) Meeting venue can be accessed by the shareholders or their representatives, Executive Board members, the auditor if any, Ministry representative if assigned, and the people who will be selected and tasked to be the meeting chairmanship, registered in the list of attendance prepared by the Executive Board.

12 (2) It is a condition that in the entrance of the meeting venue, the natural person shareholders and representatives assigned from the electronic General Committee system established in accordance with the Law s 1527 th article show their identity cards as well as their documents of representation, that the representatives of the corporate person shareholders exhibit their certificates of authorization, and that, accordingly, they sign the respective area on the attendance list allocated to them. Such controls are conducted by Executive Board or the Executive Board member or members assigned by the Executive Board or by the person or persons assigned by the Executive Board. (3) The tasks for the preparation of the meeting venue in the manner that will provide room for all the shareholders and the for making available all the stationery, documents, tools and gadgets, which will be needed during the meeting, at the meeting venue, are carried out by the Executive Board. Inauguration of the meeting ARTICLE 6 Meeting is inaugurated in the location where the company's head office is situated or in a suitable location of the province where the company's head office is situated, at the time previously announced upon the determination reported in the minutes by the Executive Board chairman or vice Chairman or one of the Executive Board members that the quorum specified in the Law's 418th and 421st articles was fulfilled. Constitution of the meeting chairmanship ARTICLE 7-1) Pursuant to the provision of the 6th article of this Internal Directive, a chairman is elected under the direction of the person inaugurating the meeting, primarily among the candidates nominated, to be responsible for presiding to the General Committee, without the obligation of being a shareholder, and a vice chairman is elected when deemed necessary as well. (2) By the chairman, at least one minutes clerk and, if deemed necessary, sufficient number of vote collectors are assigned. (3) Meeting chairmanship is authorized to sign the meeting minutes and the other document that constitute the basis for these minutes. (4) Meeting chairman acts in compliance with the provisions of the Law, articles of incorporation, and this Internal Directive while presiding to the General Committee. Tasks and authorizations of the meeting chairmanship ARTICLE 8 1) Meeting chairmanship carries out the below tasks under the direction of the chairman: a) If the fact that the meeting is held at the address shown in the announcement in the articles of incorporation, it examines to see whether the meeting venue is in accordance with it. b) Scrutiny that whether the companies obliged to launch an internet site in the manner shown in the articles of incorporation have been invited to the General Committee s meeting by way of the announcement published on their internet sites and in Turkish Commercial Registration Gazette, whether such invitation was sent at least two weeks before the date of the meeting excluding the announcement and meeting days, and whether the shareholders listed in the share ledger and the shareholders who designated their addresses to the company by means of providing their share certificates or the document evidencing their shareholding have been notified about the day and agenda of the meeting and the newspapers in which the announcement have been or would be published through registered and reply paid letter and reporting this condition in the meeting minutes. c) Checking that whether the persons having no authorization to access the meeting venue have taken part in the meeting and that the tasks regarding the entrance to the meeting venue specified in the second paragraph of the article 5 of this Internal Directive have been carried out by the Executive Board.

13 ç) In the event that the General Committee is held without invitation pursuant to the Law s 416 th article, scrutiny that whether all the shareholders or their representatives are present, whether they have objections regarding this manner of holding the meeting, and whether the quorum was maintained until the end of the meeting. d) Determination of the fact that, if changes have been applied, the articles of incorporation providing such changes, the share ledger, Executive Board s annual activity report, auditor reports, financial tables, agenda, the change of the articles of incorporation or the draft change prepared by the Executive Board, if any, on the agenda; the letter of consent from the Ministry if the articles of incorporation amendment is subject to the consent of the Ministry of Customs and Commerce and annexed notice of amendment; the list of attendance drawn up by the Executive Board, the minutes of postponement belonging to the previous meeting if the General Committee has been invited upon postponement, and other documents regarding the meeting are available in the meeting venue in a complete manner and reporting this condition in the meeting minutes. e) Conduct of the identity check of the participants of the General Committee as principals or in representation upon necessity or objection by signing the list of attendance and checking the accuracy of the documents of representation. f) Determination of the fact that whether the managing members and at least one Executive Board member and the auditor in the companies subject to audition are ready in the meeting and reporting this condition in the meeting minutes. g) Managing of the General Committee works within the framework of the agenda, prevention of being out of the agenda save for the exceptions specified in the Law, ensuring the order of the meeting, and taking the respective cautions accordingly. ğ) Opening and closing the sessions and sittings and closing the meeting. h) Reading or having read the resolutions, drafts, minutes, reports, recommendations and similar documents regarding the negotiated issues to the General Committee and allow those who want to speak. ı) Having voting conducted regarding the decisions in the General Committee and advising their results. i) Supervising whether the quorum for the meeting has been maintained in the beginning, progress, and end of the meeting and whether the resolutions are made in accordance with the provisions of quorum stipulated in the law and articles of incorporation. j) Explanation of the notifications made by the representatives specified in the Law s 428 th article to the General Committee. k) Prevention of the casting votes by those who are deprived of rights of vote pursuant to the Law s 436 th article in the resolutions stated in the said article and supervising of all kinds of restrictions regarding the right of vote and vote-casting with concession as imposed by the Law and the articles of incorporation. l) Upon the request of the shareholders having one tenth of the capital, postponement of the negotiation of the financial tables and respective issues without necessitating the General Committee to make a resolution regarding this issue to be discussed in the meeting that will be held one month later. m) Ensuring the arrangement of the minutes regarding the works of the General Committee, jotting down the objections in the minutes, signing the resolutions and minutes, stating the favourable and unfavourable votes regarding the decisions taken in a meeting in the manner that it allows no hesitance in the minutes. n) Delivery of the meeting minutes, Executive Board s annual activity report, the reports of the auditors in the companies subject to audition, financial tables, attendance list, agenda, proposals, vote papers of the elections, if any, and all the documents regarding the minutes and meeting at the end of the meeting to one of the Executive Board members present by reporting same in a minutes. Transactions to be conducted prior to start of discussing the agenda

14 ARTICLE 9 Meeting chairman reads or has read the meeting agenda to the General Committee. The chairman asks whether there is a proposal of amendment with respect to the order of discussing the agenda topics; if such proposal is available, this condition is presented for approval to the General Committee. Upon the resolution of the majority of the meeting attendees, the order of negotiating the agenda topics can be altered. Discussion about the agenda and agenda articles ARTICLE 10 1) It is obligatory that the below issues are available in the Ordinary General Committee agenda: a) Opening and constitution of the meeting chairmanship. b) Discussion on the Executive Board annual activity report, the auditor reports in the companies subject to audits, and the financial tables. c) Discharges of the Executive Board members and the auditors, if any. ç) Election of the Executive Board members, whose period of office has ended and the auditors in the companies subject to audits. d) Determination of the rights of the Executive Board members like remunerations and attendance fees, gratuities and premiums. e) Determination of the manner of utilization of the profit, its distribution, and of the ratios of revenue dividends. f) Discussion about the changes, if any, on the articles of incorporation. g) Other issues deemed to be requiring. (2) Extraordinary General Committee meetings agenda is constituted by the reasons requiring the conduct of the meeting. (3)Save for the exceptions specified below, the issues that are not available in the meeting agenda cannot be discussed or resolved: a) If all the partners are available, topics can be added to the agenda unanimously. b) Pursuant to the Law s 438 th article, demand from any shareholder regarding a specific audit is resolved regardless of the fact that whether it is available on the agenda by the General Committee. c)the issues of removal of the Executive Board members from office and of the election of new ones to replace them are taken into account that they are in relation with the article of negotiation of the yearend financial tables and, regardless of the fact that whether there is a topic in the agenda for this issue, resolution is made by direct discussions upon request. d) In the event that although no topic is available on the agenda, there are rightful justifications such as corruption, insufficiency, violation of the obligation of loyalty, difficulty of performing tasks due to membership in multiple companies, cantankerousness, and fraud on a power, the issues regarding the removal of the Executive Board members selection of the new ones to replace them are put into the agenda through the unanimous votes of the persons present in the General Committee. (4) The agenda articles decided upon after being negotiated in the General Committee are not renegotiated and decided upon unless a decision is made to do so through the unanimous votes of the persons attending the meeting. (5) The issues desired to be discussed as a result of the audit conducted or by the Chairman for any reason and the issues requested by the company General Committee to be discussed are put in the agenda. (6) Agenda is determined by the person who calls the General Committee for the meeting.

15 Speechmaking in a meeting ARTICLE 11 (1) The shareholders who wish to speak on the agenda topic that is being discussed or other respective persons advise this to the meeting chairmanship. The chairmanship informs the General Committee about the persons who are about to speak and grants the right of speech to those persons as per their application order. If the person who has the turn to speak is not available at the meeting venue, he/she losses such right of word. The speeches are given from the place allocated exclusively for this, addressing to the General Committee. Persons may change their order of speechmaking among themselves. In the event that the period of speech is restricted, the person who give the speech in his/her turn, may continue his speech should its period have come to an end, only if the person to speak afterwards grants his/her right of speech on condition that such subsequent person would complete his/her speech on due time. No period of extension of speech in other ways is in question. (2) Executive Board members and auditor who wish to provide their remarks about the issues at hand can be given the right of speech without taking the order of speaking into account. (3) The duration of speech is resolved by the General Committee upon the recommendation of the chairman or shareholders taking the intensity of the agenda, multitude and importance of the issues to be discussed and the number of the persons who wish to speak into consideration. In such cases, General Committee decides upon the facts that first the duration of speech would be limited or not and that, then, what would the period of speech be, through separate vote-castings. (4) Pursuant to the Law's 1527th article, for the transmission of the views and recommendations of the shareholders taking part in the General Committee in an electronic environment, the methods and principles stipulated in the said article and its subsections are applied. Voting and vote-casting method ARTICLE 12 1) Prior to the commencement of voting, the meeting chairman explains the topic that would be voted to the General Committee. If a draft resolution is to be voted upon, this is determined in writing and read and voting starts. After stating that the voting is about to be started, right to speak can be asked only in terms of the method. Meanwhile, if there is a shareholder who was unable to speak despite his/her earlier demand to do so, he/she uses this right of speech on condition that he/she reminds this and then the chairman confirms the same. No word is granted after the voting starts. 2) Votes regarding the issues discussed in the meeting are casted by way of raising hands, standing up or saying accepted or rejected separately. These votes are counted by the meeting chairmanship. When necessary, the chairmanship may assign sufficient number of persons in order to assist in the calculation of the votes. Those who do not raise hands, stand up, or state their ideas in any manner are considered to have casted rejection votes and these votes are accepted to have been against the respective resolution when they are assessed. 3) Pursuant to the Law's 1527th article, regarding the voting of the shareholders or their representatives participating in the General Committee in an electronic environment, methods and principles specified in the said article and sub-sections are applied. Arrangement of the meeting minutes ARTICLE 13 1) By the meeting chairman, the list of attendance showing the shareholders or their representatives, the shares owned by them, their groups, numbers and nominal values is signed and it was ensured that the minutes is arranged in accordance with the principles specified in the Law and respective bylaws by way of exhibiting the questions asked in the General Committee and the responses to them, the decisions taken, in summary, as well as the negative and positive votes casted for each resolution taken expressly. 2) The General Committee minutes is arranged in the meeting venue and during the meeting via a typewriter, computer or by way of handwriting using a pen in a legible manner. It is conditional in order