MEETING REPORT FOR ÇİMSA CEMENT INDUSTRY AND TRADE INC. ORDINARY MEETING OF
THE GENERAL ASSEMBLY HELD ON APRIL 6, 2011
Çimsa Cement Industry and Trade Inc. Ordinary Meeting of the General Assembly for 2010
was held on April 06, 2011 at 14.00 at the Sabancı Center Kule:2 Sadıka Ana 1 Salonu
4.Levent - ISTANBUL under the supervision of Ministry Commissar Mehmet Ali Köse, assigned
with correspondences of the T.R. Ministry of Industry and Trade, Istanbul Directorate of
Industry and Trade dated 05.04.2011 and numbered 19571.
Invitation to the meeting was issued in advance by publication in the issue dated March 21,
2011 and numbered 7776 of the Turkish Trade Registry Gazette and the issues dated March
21, 2011 and numbered 10573-9389 of the Dünya Newspaper, as stipulated in the law and
Core Contract, and including the agenda.
The meeting was opened by Chairman of the Board of Directors, Mehmet GÖÇMEN, stating
that Ilker YILDIRIM from the company auditors is present at the meeting, after determining
that a total of 9,575,155,232 shares, representing 95,459,736.32 TL of capital out of the total
13,508,444,200 shares of the Company, representing a total of 135,084,442 TL of the
Company capital, 9,545,973,632 of which are represented principally, corresponding to a
capital amount of 95,459,736.32 TL, 29,181,600 of which are represented by agents
corresponding to a capital amount of 291,816 TL and, therefore, the minimum meeting
quorum stipulated both in the law and the Core Contract is present at the meeting.
As a result of the proceedings held in accordance with the agenda, the following decisions
have been taken.
1- In accordance with Article 15 of the Core Contract, Chair of the General Assembly is held by
Chairman of the Board Mehmet GÖÇMEN. Recep Reha DEMİRÖZ and Nalan ALPAY were
selected as vote collection officers and Hüsnü DABAK was selected as clerk by a majority of
votes consisting of 9,520,909,432 votes in favor and 54,245,800 abstaining votes. The list of
abstaining votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
Number of Votes
39,477,000
14,768,800
54,245,800
2- Assigning the Council Committee with the authorization to sign the reports of the General
Assembly was decided by majority of votes consisting of 9,520,909,432 votes in favor and
54,245,800 abstaining votes. The list of abstaining votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
Number of Votes
39,477,000
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
14,768,800
54,245,800
3- The action report of the Company Board of Directors and reports prepared by the Independent
Audit Company in accordance with the laws and regulations of the Capital Markets Board were
read. Vote owners of 165,847,900 votes have stated that they are in abstention, although the
3rd article of the agenda is not open for vote. The list of abstaining votes is as follows:
List of
Share Owner
5BJY
EMERGING
MARKETS
SMALL
CAPITALIZ.EQU.IN.NONLENDABLE
NORTHERN
TR
FIDUCIARY
SER
GUERNSEY LTD AS TR OF
SAUDI
5BJY
EMERGING
MARKETS
SMALL
CAPITALIZ.EQU.IN.NONLENDABLE
PFS SOMERSET EMERGING
MARKETS SMALL CAPFUND
WISDOMTREE
EMERGINGMARKETS EQUITY
INCOME FUND
WISDOMTREE
EMERGINGMARKETS
SMALLCAP DIVIDEND FUND
MTB INTERNATIONAL
EQUITY FUND
OHIO SCHOOL EMPLOYEES
RETIREMENT SYSTEM
TOTAL
partners who voted in abstention
Representative
Berna YAZKAN
Number of Votes
3,929,900
Berna YAZKAN
46,536,000
Berna YAZKAN
1,336,500
Hikmet Vuslat SUMEN
39,477,000
Hikmet Vuslat SUMEN
21,238,900
Hikmet Vuslat SUMEN
36,208,000
Hikmet Vuslat SUMEN
3,770,000
Hikmet Vuslat SUMEN
13,351,600
165,847,900
4- Partners were informed on the total donations of 68.226,28 TL to various legal authorities
according to Article 10 of Law on Corporation Tax. Vote owners of 165.847.900 votes have
stated that they are in abstention although 4th article of the agenda was not open for vote.
List of abstaining votes are as follows.
List of partners who voted in abstention
Share Owner
Representative
Berna YAZKAN
5BJY
EMERGING
MARKETS
SMALL
CAPITALIZ.EQU.IN.NON-
Number of Votes
3,929,900
LENDABLE
NORTHERN
TR
FIDUCIARY
SER
GUERNSEY LTD AS TR OF
SAUDI
5BJY
EMERGING
MARKETS
SMALL
CAPITALIZ.EQU.IN.NONLENDABLE
PFS SOMERSET EMERGING
MARKETS SMALL CAPFUND
WISDOMTREE
EMERGINGMARKETS EQUITY
INCOME FUND
WISDOMTREE
EMERGINGMARKETS
SMALLCAP DIVIDEND FUND
MTB INTERNATIONAL
EQUITY FUND
OHIO SCHOOL EMPLOYEES
RETIREMENT SYSTEM
TOTAL
Berna YAZKAN
46,536,000
Berna YAZKAN
1,336,500
Hikmet Vuslat SUMEN
39,477,000
Hikmet Vuslat SUMEN
21,238,900
Hikmet Vuslat SUMEN
36,208,000
Hikmet Vuslat SUMEN
3,770,000
Hikmet Vuslat SUMEN
13,351,600
165,847,900
Consolidated Balance Sheet and profit/loss accounts were read and discussed. The Balance
Sheet and Income Table dated 31.12.2010 were accepted by a majority of votes
consisting of 9,507,557,832 votes in favor, 13,351,600 against and 54,245,800
abstaining votes. The list of abstaining and negative votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
List of partners who voted against
Share Owner
Representative
OHIO SCHOOL EMPLOYEES Hikmet Vuslat SUMEN
RETIREMENT SYSTEM
TOTAL
Number of Votes
39,477,000
14,768,800
54,245,800
Number of Votes
13,351,600
13,351,600
The resolution submitted on consolidated profit distribution in 2010 and proposal placed in
the Activity Report of the Company Board of Directors were discussed. As a result, after all
financial liabilities to be paid by the Company are reduced, necessary allocations will be
made to the legal reserves in accordance with the provisions of the legislation.
Subsequently, out of the remaining realized consolidated profits, it was decided to
distribute profit shares in a total amount of 94,829,278.28 TL at a gross rate of 70.2% and
a net rate of 59.67% to share owners representing the total capital of 135,083,442 TL, to
reserve the remaining profit as extraordinary reserves, to begin the payment of profit
shares to be distributed on April 7, 2010 and not to pay profit shares to Members of the
Board of Directors. The motion was passed by a majority of votes, consisting of
9,507,557,832 votes in favor, 13,351,600 against and 54,245,800 abstaining votes. The
list of abstaining and negative votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
Share Owner
OHIO SCHOOL EMPLOYEES
RETIREMENT SYSTEM
TOTAL
List of partners who voted against
Representative
Hikmet Vuslat SUMEN
Number of Votes
39,477,000
14,768,800
54,245,800
Number of Votes
13,351,600
13,351,600
6- As a result of the vote where the votes of share owner members of the Board of Directors
represented through their agents were not taken into consideration, members of the Board
of Directors were dismissed due to their activities in 2010 by a majority of votes consisting
of 9,478,376,232 votes in favor, 13.351.600 against and 54,245,800 abstaining votes. The
list of abstaining and negative votes as follows:
List of partners who voted in abstention
Share Owner
Representative
Number of Votes
39,477,000
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
14,768,800
MARKETS SMALL CAPFUND
TOTAL
54,245,800
List of partners who voted against
Share Owner
Representative
OHIO SCHOOL EMPLOYEES Hikmet Vuslat SUMEN
RETIREMENT SYSTEM
TOTAL
Number of Votes
13,351,600
13,351,600
The auditors were also dismissed by a majority of votes consisting of 9,478,376,232 votes
in favor, 13,351,600 against and 54,245,800 abstaining votes. The list of abstaining and
negative votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
Share Owner
List of partners who voted against
Representative
Number of Votes
39,477,000
14,768,800
54,245,800
Number of Votes
OHIO SCHOOL EMPLOYEES
RETIREMENT SYSTEM
TOTAL
Hikmet Vuslat SUMEN
13,351,600
13,351,600
7- It was decided to approve the election of Levent DEMİRAĞ for the membership of the Board
of Directors that became vacant within the year upon the resignation of Yılmaz KÜLCÜ by a
majority of votes consisting of 9,461,021,832 votes in favor, 59,887,600 against and
54.245.800 abstaining votes. The list of abstaining and negative votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
List of partners who voted against
Share Owner
Representative
Berna YAZKAN
NORTHERN
TR
FIDUCIARY
SER
GUERNSEY LTD AS TR OF
SAUDI
OHIO SCHOOL EMPLOYEES Hikmet Vuslat SUMEN
RETIREMENT SYSTEM
TOTAL
Number of Votes
39,477,000
14,768,800
54,245,800
Number of Votes
46,536,000
13,351,600
59,887,600
8- It was decided to elect Nur ŞENOL for the Auditor position that became vacant upon the
resignation of Bahadır BORAN on 07.03.2011 until the Ordinary Meeting of the General
Assembly to be held in 2013 in order to discuss the activity results of 2012 (for three
years) by a majority of votes consisting of 9,515,747,632 votes in favor, 5,161,800 against
and 54,245,800 abstaining votes. The list of abstaining and negative votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
Share Owner
LSV GLOBAL STABLE
VALUE FUND LP
SEI GLOBAL MASTER
FUND PLC EMERGING
MARKETS FUND
TOTAL
List of partners who voted negative
Representative
Hikmet Vuslat SUMEN
Hikmet Vuslat SUMEN
Number of Votes
39,477,000
14,768,800
54,245,800
Number of Votes
3,190,000
1,971,800
5,161,800
9- The issue of audit by the independent audit companies DRT Independent Audit and
Independent Accounting and Financial Consultancy Inc., selected upon the decision of the
Board of Directors dated 17.03.2011 and numbered 1323 in order to audit the company's
2011 financial tables and accounts in accordance with the provisions of Capital Markets Law
No. 2499 by a majority of votes consisting of 9,507,557,832 votes in favor, 13,351,600
against and 54,245,800 abstaining votes. The list of abstaining and negative votes are as
follows:
List of partners who voted in abstention
Share Owner
Representative
Hikmet
Vuslat
SUMEN
PFS SOMERSET EMERGING
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
Share Owner
OHIO SCHOOL EMPLOYEES
RETIREMENT SYSTEM
TOTAL
List of partners who voted against
Representative
Hikmet Vuslat SUMEN
Number of Votes
39,477,000
14,768,800
54,245,800
Number of Votes
13,351,600
13,351,600
1- 10- It was decided to allow the Chairman and Members of the Board of Directors to perform the
transactions stated in Articles 334 and 335 of Turkish Trade Law by a majority of votes
consisting of 9,520,909,432 votes in favor and 54,245,800 abstaining votes. The list of
abstaining votes is as follows:
List of partners who voted in abstention
Share Owner
Representative
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
PFS SOMERSET EMERGING Hikmet Vuslat SUMEN
MARKETS SMALL CAPFUND
TOTAL
Number of Votes
39,477,000
14,768,800
54,245,800
The chairman dismissed the meeting at 15:00 since there were no other topics on the agenda.
This report was prepared and signed in the meeting place following the meeting. 07.04.2010
COMMISSARY OF THE MINISTRY OF
INDUSTRY AND TRADE
Mehmet Ali KÖSE
VOTE COLLECTION OFFICER
Recep Reha DEMJRÖZ
Nalan ALPAY
CHAIRMAN OF THE COUNCIL
Mehmet GÖÇMEN
GENERAL ASSEMBLY CLERK
Hüsnü DABAK