PARK ELEKTRİK ÜRETİM MADENCİLİK SAN. VE TİC. A.Ş. INFORMATORY DOCUMENT ON ORDINARY GENERAL ASSEMBLY FOR THE YEAR 2009
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PARK ELEKTRİK ÜRETİM MADENCİLİK SANAYİ VE TİCARET A.Ş. / 17.05.2010 14:04:05
Result of the General Assembly Meeting
Meeting minutes relating to the resolutions passed at Ordinary General Assembly of our Company for the year 2009, held on 17.05.2010, and Attendance List are attached hereto.
Meeting Minutes
Attendance List
Ordinary General Assembly Date
It was resolved at our Company’s Board of Directors dated April 20, 2010 that Ordinary General Assembly Meeting would be held on May 17, 2010 Monday at 10.00 a.m. at the headquarters, located at the address of Paşalimanı Caddesi No. 41 Üsküdar / İstanbul in order to discuss the items of the agenda, attached hereto, and pass resolutions on the same; and the meeting place, date and other matters would be announced to the other shareholders.
Please find the documents related to the General Assembly in the attached files.
Informatory Document
Agenda of the Ordinary General Assembly
Call for the Ordinary General Assembly
Form of Proxy Voting
Dividend for the Year 2009
It was unanimously resolved at our Company’s Board of Directors dated April 20, 2010 that the matter of non-distribution and retention as extraordinary reserve of the profit of the year 2009, remained after deduction of the taxes and reservation of the legal liabilities, would be submitted to the General Assembly for ratification.
Amendment to the Articles of Association The Company amended several articles of its Articles of Association at its Extraordinary General Assembly dated 13.03.2009 with respect to its license application filed with the Energy Market Regulatory Authority for the hydro-electric power plant with the installed capacity of 50.5 MW to be established within the borders of the Province Siirt. The registered capital of the Company was increased from TRL 60,000,000 up to TRL 300,000,000. The Company’s subject of activity was expanded by insertion of the following paragraphs into fifth article titled “Purpose and Scope”.
1-At the Extraordinary General Assembly of the Company held on 13.3.2009, the commercial title Park Elektrik Madencilik Sanayi ve Ticaret Anonim Şirketi was changed into Park Elektrik Üretim Madencilik Sanayi ve Ticaret Anonim Şirketi. To establish, operate, acquire, lease or hire any and all facilities,
2-To sell the generated electricity and/or the capacity to the legal entities having wholesale license, legal entities having retail sale license and free consumers under bilateral agreements,
3-To Participate in the distribution companies, organized or to be organized, without establishing control thereon,
4-To participate in the electricity generation companies, organized or to be organized,
The Company was authorized to conduct or complete several businesses and transactions relating to the newly added subjects of activity in order to facilitate the activities of the Company in this field.
MERGER OF CEYTAŞ AND PARK ELEKTRİK
In 2009, the Company merged with a group company namely “Ceytaş Madencilik Tekstil Sanayi ve Ticaret A.Ş. (Ceytaş)”. General Assemblies of the two companies approved the merger transaction on 30.04.2009. The merger was finalized by the way of transfer of all the assets and liabilities of Ceytaş as a whole to Park Elektrik and dissolution of Ceytaş. For the merger transaction, reduced cash flows, shareholders’ equity method and market capitalization methods were weighted and applied successively at the rates of 25%, 25% and 50% in order to determine the merger rate; and the merger rate was determined to be 1.15654 within the framework of the reports of Denkar Bağımsız Denetim YMM A.Ş. and Kadıköy 3rd Commercial Court of First Instance of the Republic of Turkey; and these methods and rates were approved and applied by the General Assemblies of the relevant companies. Shares of nominal value of TRL 28,867,243, issued as a result of merger, were distributed to the shareholders of Ceytaş as follows: Class A Shares of Park Elektrik were distributed to Class A and B Shareholders and Class B Shares of Park Elektrik were distributed to Class C Shareholders.
Decision of merger was made based on the facts that both of the companies are Ciner Group Companies with the similar shareholding structures and were engaged in the similar subjects of activity and the major shareholders of the two companies are the same real persons or legal entities. Total shares in Park Elektrik, of the real persons and legal entities, involved in the Ciner Group, was around 70% and total shares of the same in Ceytaş was around 63% before the merger. Accordingly, there is no change in the administrative structures of the companies after the merger. On the other hand, synergy created by the merger of the company administrations, economy of scales in the costs and expenses, increase of efficiency to arise out of saving from the expenses and anticipation for gathering the investments of the Group in this sector under one umbrella constitute the other important reasons for the merger; and the merger of two publicly-held companies in the same group, engaging in the same subjects of activities, facilitated the communication with the corporate investors.
