BoD Resolution Regarding Dividend Distribution

Our Board of Directors made a meeting and

Taking into account the Turkish Commercial Code ("TCC"), the Capitals Market Legislation and the Regulations of the Capital Markets Board (“CMB”), the Corporate Tax, Income Tax and the provisions of the other relevant legislation, as well as the relevant provisions of the Articles of Association of our Company, and the “Dividend Distribution Policy” that we have publicly announced:

- In line with the Communique provisions of the CMB II-14.1, “Communique on the Principles of Financial Reporting in Capital Markets”, of the CMB, and as per the independently audited consolidated financial statements of the accounting period of 01.01.2016-31.12.2016 prepared in compliance with the Turkish Accounting System (“TMS”) and Turkish Financial Reporting Standards (“TFRS”) issued by the Public Oversight, Accounting and Auditing Standards Institute (“KGK”), and the presentation principles of which have been determined as per the relevant resolutions of the CMB; as it has been understood that a “Net Loss for the Period” of 219,223 thousand Turkish Liras has been observed when the “Deferred Tax Expense” and “Tax Expense for the Period”, and “Non-Controlling Interests Outside the Equity Holders of The Parent Company”, and that a “Loss for the Period” totalling 566,327 thousand Turkish Liras after adding to this amount “Accumulated Losses” totalling 343,605 thousand Turkish Liras, calculated as per the Dividend Guide announced in the CMB Weekly Bulletin of 27.01.2014, no. 2014/2, and adding the “donations” totalling 1,814 thousand Turkish Liras made in 2016, to inform the shareholders that no dividend distribution shall be made for the accounting period 01.01.2016 – 31.12.2016 in line with the CMB dividend distribution regulations, and to submit this matter for the approval of the General Assembly, and

- In the financial records for the 01.01.2016 - 31.12.2016 accounting period kept within the scope of the Tax Legislation, and as per the Uniform Accounting Plan published by the T.R. Ministry of Finance, a “Net Profit for the Period” of 118,389,242.76 Turkish Lira has been observed during the accounting term of 01.01.2016 - 31.12.2016 as per our financial records; that a “Tax Expense for the Period” of 12,133,562.89 Turkish Lira has been reserved, and out of the remaining 106.255.679,87 Turkish Lira, “General Legal Reserve Funds” of 5,312,783.99 Turkish Lira has been reserved as per paragraph (1) of Article 519 of TCC, and “Venture Capital Fund” of 6,700,000 Turkish Lira has been reserved as per paragraph (a) of Article 325 of the Tax Procedure Law No. 213, the remaining part of 94,242,895.88 Turkish Lira will be transferred to the account of “Extraordinary Reserves”, and that this matter will be submitted for the approval of the General Assembly,

- In the financial records kept within the scope of the Tax Legislation, and as per the Uniform Accounting Plan published by the T.R. Ministry of Finance, the “Retained Earnings” of 21,220,330.99 Turkish Lira taken into the “Special Funds” accounts during the past terms as per the Tax Legislation, be taken into the “Extraordinary Reserves” account as the 5-year period specified as per the Tax Legislation has been completed, and that this matter will be submitted for the approval of the General Assembly.

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