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, 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 01.01.2015-31.12.2015 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 160,820 thousand Turkish Liras has been observed when the “Deferred Tax Income” 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 1,154,775 thousand Turkish Liras after adding to this amount “Accumulated Losses” totalling 979,671 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 3,556 thousand Turkish Liras made in 2015, to inform the shareholders that no dividend distribution shall be made for the accounting period 01.01.2015 – 31.12.2015 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 01.01.2015 - 31.12.2015 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 383,784,434.73 Turkish Liras has been observed during the accounting period of 01.01.2015 - 31.12.2015; to transfer to the “Extraordinary Reserves” account the amount of 338,977,058.76 Turkish Liras which is the balance after setting aside “General Legal Reserves” totalling 17,840,897.83 Turkish Liras as per paragraph (a) of Article 519 TCC, which is the balance after setting aside from the remaining balance of 356,817,956.59 Turkish Liras after a “Tax Expense for the Period” are set aside from this sum, in the amount 26,966,478.14 Turkish Liras, and to submit this matter for the approval of the General Assembly.

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