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2012 GENERAL ASSEMBLY 

CALL FOR A GENERAL ASSEMBLY FROM THE BOARD OF DIRECTORS 
OF TEKNOSA İÇ VE DIŞ TİCARET A.Ş.

As per Article 1376 of the Board of Directors dated February 28, 2013 and Article 25 of the Articles of Association of the company, the 2012 Shareholders Ordinary General Assembly Meeting shall be convened on Wednesday, March 27, 2013  at 5:00 pm at Istanbul, Beşiktaş, 4. Levent, 34330, Sabancı Center, Sadıka Ana Salonu to discuss and pass resolutions on the following agenda items.

Shareholders may attend the Ordinary General Assembly Meeting in person or via an electronic environment, either personally or through appointed representatives. Participation in the General Assembly via an electronic environment shall be possible with the electronic signatures of the shareholders or their representatives.

Therefore, shareholders that will perform transactions on the Electronic General Assembly System (EGAS) are first required to register with the e-CRA Information Portal of the Central Registry Agency Inc. (CRA) and record their information as well as obtain electronic signatures. Shareholders or their representatives shall not be able to attend the General Assembly if they do not comply with the above.

In addition, shareholders or their representatives that want to attend the General Assembly via an electronic environment are required to fulfill their obligations as per the Communiqué on Attendance to General Assembly Meetings of Joint Stock Companies by Electronic Means that was published in the Official Gazette No. 28395 dated August 28, 2012 and the Communiqué on Electronic General Assembly Systems Used in the General Assembly Meetings of Joint Stock Companies that was published in the Official Gazette No. 28396 date August 29, 2012.

Shareholders not able to attend the General Assembly in person or electronically are required to prepare their power of attorney documents or obtain a sample document from the company headquarters or from the corporate website at www.teknosa.com . They must submit the power of attorney document along with a notarized signature after completing the other requirements stipulated as per Communiqué Serial: XI No: 8 of the Capital Markets Board.

The Company's 2012 Balance Sheet, Profit and Loss Account, the Board of Directors' and Auditors' Reports, Dividend Proposal and Amendment to the Articles of Association shall be made available for shareholder review three weeks before the General Assembly ( Wednesday, March 7, 2013) at company headquarters and on the corporate website at www.teknosa.com.   In addition to these documents, the corporate website www.teknosa.com  shall also provide information required as per Communiqué Serial: IV No: 56 on the Determination and Implementation of Corporate Governance Principles.

For the information of esteemed shareholders.

Agenda of the Ordinary General Assembly Meeting on March 27, 2013

  1. Opening and election of the Chairmanship Committee,
  2. Authorizing the Chairmanship Committee to sign the meeting minutes,
  3. Reading and Discussion of the summary of the Board of Directors’ annual report, audit report and independent audit report for 2012,
  4. Providing information to the General Assembly regarding donations to charities made in 2012,
  5. Establishing the company's limits for donations in 2013,
  6. Providing information to the General Assembly regarding transactions with related parties in 2012,
  7. Providing information to the General Assembly regarding transactions stated under principle 1.3.7. of the Corporate Governance Principles of the CMB,
  8. Providing information to the General Assembly regarding guarantees, securities, liens given in favor of third parties in 2012, as well as the income or benefits acquired in return,
  9. Reading, discussion and approval of financial statements for 2012,
  10. Providing information regarding the Dividend Policy,
  11. Providing information regarding the Disclosure Policy,
  12. Providing information to the General Assembly regarding the Remuneration Policy of Board Members and executives as per the Corporate Governance Principles,
  13. Determining the manner in which 2012 profits will be used and establishing the rates for profits and earnings,
  14. Establishing rights such as remuneration, attendance fees, bonuses and incentives for Board Members.
  15. Releasing the Board of Directors and Auditors from liability for activities in the 2012 fiscal year, 
  16. Approving amendments to Articles 1, 4, 8, 10, 11, 12, 14, 17, 20, 21, 22, 25, 26, 27, 28, 29, 30, 31, 32 and  33 of the Articles of Association of the company to establish conformity with the Turkish Commercial Code No. 6102, pursuant to authorization from the Capital Markets Board and the Ministry of Industry and Commerce of the Republic of Turkey,
  17. Election of the Auditor,
  18. Submitting to the approval of the General Assembly the Internal Directive prepared by the Board of Directors regarding the working principles and procedures of the General Assembly of the company,

Authorizing the Chairman and Board Members so as to allow them to perform the transactions stated in Articles 395 and 396 of the Turkish Commercial Code.

Please note, General Assembly documents disclosed to the public in compliance with the rules and regulations of the Capital Markets Board are in Turkish.

GENERAL ASSEMBLY
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