Material Disclosures

Material disclosures of Ülker Bisküvi can be accesable from the link https://www.kap.org.tr/en/sirket-bilgileri/ozet/859-ulker-biskuvi-sanayi-a-s

Please click here to view the announcements of Ülker Bisküvi for material disclosures.

Our Board of Directors has decided that Mr. Murat ÜLKER has been assigned as President and Mr. Mehmet TÜTÜNCÜ as Vice President according to the task assignment in Board of Directors.

According to the Corporate Governance Principles N II-17.1 of Capital Markets Board, our Board of Directors has decided:

-       Halil Bülent ÇORAPÇI (independent member) has been nominated as President and Ahmet Murat YALNIZOĞLU (independent member) as a member for Audit Committee and no payment is to be made for these duties,

-     Ahmet Murat YALNIZOĞLU (independent member) has been nominated as President, Halil Bülent ÇORAPÇI (independent member) and Hafize Nurtaç AFRIDI (member) as members for Corporate Governance Committee and no payment is to be made for these duties,

-       Halil Bülent ÇORAPÇI (independent member) has been nominated as President and Ahmet Murat YALNIZOĞLU (independent member) as a member for Risk Committee and no payment is to be made for these duties.

As a result of Board of Directors' organizational structure, it has been decided with majority votes that a separate committee is not to be generated for Nomination Committee and Renumeration Committee and these duties are to be fulfilled by Corporate Governance Committee.

As disclosed at Public Disclosure Platform on March 30th 2017, it has been applied to Capital Markets Board to get the approval of electing and presenting Mr. Mehmet Aydın MÜDERRİSOĞLU as independent member of the Board. Following the application, we have been notified by Capital Markets Board that the member was found appropriate for this role.

Mr. Özgür KALYONCU, who has been working as Investor Relations Manager since 12 March 2012 in our Company has decided to leave from his position. Another announcement will be made after the new appointment in accordance with the Article 11 of Capital Markets Board's Corporate Governance Principles No. II-17.1.

Under the leadership of Bank of America Merrill Lynch, our company has signed a syndicated loan agreement with 14 international banks amounting to $375.000.000, broken down as $136,000,000 and €225,144,921.73.

The syndication loan has a maturity of three-years with interest payments to be made every six months.

Some portion of the syndication term loan facility will be utilized to refinance the loan to mature in 2017 and the remaining amount will be used to finance Ülker's operations and regional investments.

Regarding one of our recent commercial campaigns; the campaign was hacked through manipulating scenes and messages on digital campaign and subsequently taken out of context through the addition of texts and visuals on social media. As a result, legal action has been immediately taken to protect our company and brand, against every party involved in this misconduct and/or misintent.

Since Mr. Duran AKBULUT, one of the independent Board members of our Company has passed away on March 23rd 2017, it was decided to propose Mr. Mehmet Aydın MÜDERRİSOĞLU as an independent Board member candidate. In accordance with the article of 4.3.7 in Corporate Governance Principles, it has been determined to apply Capital Markets Board to get necessary approval.

Mehmet Aydın MÜDERRİSOĞLU

Mehmet Aydın Müderrisoğlu, who was born in 1948, graduated from Middle East Technical University Business Administration Department in 1971. Mehmet Aydın Müderrisoğlu, who went to USA in 1972, has master's degree in Business Administration (MBA) from University of North Carolina at Chapel Hill and received his PhD in marketing in Pennsylvania State University. Mehmet Aydın Müderrisoğlu was a professor of marketing and business administration at Houston University for 7 years in 1980 and taught at Babson College in Massachusetts, USA and was marketing professor at Harvard University between 1987 and 1995. Mehmet Aydın Müderrisoğlu, who organized training programs for companies in marketing and business administration in South America and China between 1990 and 1995, returned to Turkey as the Vice President of Strategy Planning in Koç Holding in 1995. Mehmet Aydın Müderrisoğlu joined Oyak Group as Deputy General Manager responsible for New Business Development in 2000 and served as General Manager and Consultant at Ereğli Demir Çelik Fabrikaları T.A.Ş between 2006 and 2010.

As per resolution, following the announcement made on 03.02.2017, Ülker Bisküvi Sanayi A.Ş. decided to acquire Maia International B.V.'s (100% subsidiary of Yıldız Holding A.Ş.) 100% share in Hamle Company, located in Kazakhstan, in return for USD 3 million.

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Ülker Bisküvi's independent Board Member, Mr. Duran AKBULUT has passed away on March 23rd, 2017. As Ülker Bisküvi, we have started to take necessary actions to replace the independent board member seat.

Board of Directors of the Company has decided to propose the General Assembly to distribute gross amount of TL 64.000.000 dividend in cash from net profit starting from12 April 2017 to the existing shareholders of the Company.

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It has been decided that PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) in the address of BJK Plaza, Süleyman Seba Cad. N48 B Blok Kat:9 Akaretler Beşiktaş/İstanbul, to be elected as the independent auditing company in order to perform the independent audit of the Company for the fiscal year between 01 January 2017 - 31 December 2017 in accordance with the regulations and principles of Capital Markets Board about independent audit and also be presented to the approval of the General Assembly.

In accordance with article 10 of the Capital Market Board (CMB)'s II.17.1 Communique on Corporate Governance, in the conditions of sales to related parties in a fiscal year that exceed or forecast to exceed 10% compared to the revenues in the latest annual financial statements; and also in accordance with article 5 in Series: IV No: 41 communique of CMB effective from 2013, in the conditions of sales to related parties in 2016 exceed 10% compared to consolidated revenues or cost of sales, "Ülker Bisküvi 2017 Related Party Transactions Report" including the nature of transactions and comparison with market conditions has been prepared and presented in the attached files.

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As disclosed at Public Disclosure Platform on January 31st 2017, it has been applied to Capital Markets Board to get the approval of electing and presenting Mr. Duran AKBULUT, Mr. Halil Bülent ÇORAPÇI and Mr. Ahmet Murat YALNIZOĞLU as independent members of the Board. Following the application, we have been notified by Capital Markets Board that the members are found appropriate for these roles.

The independent Board members of our Company will be re-elected at the Ordinary annual General Assembly meeting to be held in 2017 due to the expiration of the terms of office of members. In this context, it is planned to be nominated and to propose Mr. Duran AKBULUT, Mr. Halil Bülent ÇORAPÇI and Mr. Ahmet Murat YALNIZOĞLU as an independent Board member candidates at the General Assembly.

Ülker Bisküvi Sanayi A.Ş. has initiated talks with United Biscuits with regards to the acquisition of 100% owned IBC facility and its sales and distribution rights of McVities products in Middle East and North Africa. It will be announced in the case of further developments.

Ülker Bisküvi Sanayi A.Ş. continues to evaluate the acquisition of 100% shares of Hamle Company located in Kazakhstan with the parent company Yıldız Holding A.Ş. In case of any development, it will be announced through another Material Event Disclosure.

The independent Board members of Ulker Biskuvi Sanayi A.S. will be re-elected at the Ordinary annual General Assembly meeting to be held in 2017 due to the expiration of the terms of office of members. In this context, it is planned to be nominated and to propose Mr. Duran Akbulut, Mr. Halil Bülent Çorapçı and Mr. Ahmet Murat Yalnızoğlu as an independent Board member candidates at the General Assembly and according to the article 4.3.7 in Corporate Governance Principles determined to apply Capital Markets Board to get the approval.

Duran AKBULUT

Duran Akbulut was borned in the town of Suşehri in Sivas in 1937. He completed his primary and secondary education in Suşehri, Sivas before moving to Istanbul. In 1959, Mr. Akbulut involved in trading and became a partner to "Goya" stores. In the 1970s, Mr. Akbulut served as a member of Board of Directors in Esem, Roventa, Adidas in Cankurtaran Holding Company, President of Board of Directors in Aymasan A.Ş., also became partner in Adidas and Esem companies. Mr. Akbulut became a member of the Football Federation in 1983, member of Board of Directors in Büyük Kulüp Derneği from 1978 to 1994 and second President for two years. Mr. Akbulut has been serving as President of Board of Directors in Büyük Kulüp Derneği since 1996. Mr. Akbulut is married and has two children.

Halil Bülent ÇORAPÇI

Halil Bülent Çorapçı was borned in Yalova (Istanbul), graduated from Istanbul Yüksek İktisat ve Ticaret Okulu with a high degree. He started his professional career at Gazioğulları Group, responsible from various group companies in the areas of management and audit. Mr. Çorapçı attended many seminars at abroad within the context of his area and worked at Karamancılar Holding, Orta Anadolu Mensucat, Anadolu Cam Sanayii, Nasaş Alüminyum, Çelik Halat, Polinas, Henkel and Turyağ during his professional career. He also acted as board member in these companies. Currently, performs as a board member at Astay Gayrimenkul A.Ş, Atikpaşa ve Sultanahmet (Four Seasons Otelleri) A.Ş., Senapa Stampa Plastik A.Ş., Martı GYO, Kerevitaş (Super Fresh) A.Ş. Mr. Çorapçı is registered with number 20 at the chamber of certified public accountant of Istanbul and a former member of tax council founded in accordance with the law. Mr. Çorapçı is married with two sons, with a well knowledge of English.

Ahmet Murat YALNIZOĞLU

Ahmet Murat Yalnızoğlu was borned in 1957, Murat YALNIZOĞLU graduated from Istanbul Erkek Lisesi followed by the completion of industry and system engineering at Boğaziçi University and University of Florida. Mr. Yalnızoğlu started his professional career as an entrepreneur in 1982 focusing at information technologies and software development. In 1989, Mr. Yalnızoğlu resumed his career at Arthur Andersen & Andersen Consulting as management consultant in information technology. He later led consultancy projects in the areas of strategy and organizational development for the leading companies in Turkey at Coopers&Lybrand and Research Development as managing partner, founder, and partner roles. Mr. Yalnızoğlu focused in reorganization of large companies with diversified businesses since 2006. He practiced many projects including the ways to improve board efficiency, and structural organization at start-ups. Mr. Yalnızoğlu acted as board member in many organizations aside of board consultancy. Mr. Yalnızoğlu contributes to spreading the benefits of "good" management by sharing his management experience in civil society and professional organizations and universities, at various seminars and conferences and in social media.

The www.odatv.com website has targeted our companies, Yildiz Holding and thus our brands, through an article published on 12 November 2016, despite the source, to which the article was referring to, not specifically naming a particular company.

Although the name "ULKER" has been mentioned as the name of a group of companies, it is a brand owned by Yildiz Holding A.S. with roots dating back to 1944. The "ULKER" brand has no relation to the content of the article. Yildiz Holding companies, bearing the brand "ULKER" in their titles, are publicly traded. We have therefore reminded such publication to avoid any unfair and inaccurate news, comments and claims which could potentially influence our investors and the general public.

We requested the rectification of the news that caused harm to our public companies, investors and our brand image.

It is not acceptable that the news was associated with neither our companies nor Yildiz Holding. By this statement, we inform the public, while reserving the right to seek all right and criminal remedies.

In accordance with the announcement disclosed on 24 June 2016 with the caption of "Acquisition of Financial Asset - Sabourne Investments Ltd", USD 50 million was paid on 27 June 2016 regarding the share transfer.

Our Board of Directors have decided to the purchase 100% shares of Yıldız Holding A.Ş. in Sabourne Investments Ltd. with an amount of USD 50 million; who has 55% shares in Food Manufacturers' Company ("FMC"), which is resident in Saudi Arabia.

Ahmet Murat YALNIZOĞLU, who is one of the independent Board Member of our Company has been nominated as a member for Corporate Governance Committee, Audit Committee and Risk Assessment Committee which were established before according to the Corporate Governance Principles published by Capital Markets Board and Articles of Association of the Company and no payment is to be made due to these duties.

Halil Bülent ÇORAPÇI, who is one of the independent Board member of our Company has been nominated as President for Risk Assessment Committee which was established before according to the Corporate Governance Principles published by Capital Markets Board and Articles of Association of the Company and no payment is to be made due to these duty.

In addition, it was decided that the charters regarding Board Committees which were established according to the Corporate Governance Principles published by Capital Markets Board and Articles of Association of the Company were updated.

Mahmut Mahir Kuşçulu, who is a member in Board of Directors, has resigned from his position. Within the framework of Article 363 in Turkish Commercial Code, it was decided by our Board of Directors that İbrahim Taşkın was selected in order to complete the remaining membership period and submitted for approval at the first General Assembly meeting ahead.

Bora Yalınay, who joined our Company in 2009, and served as CFO, decided to resign from his position. Cenker Uçan has been appointed as CFO as of May 18th, 2016.

Our Board of Directors decided that Serkan ASLIYÜCE has been appointed to Financial Affairs Director in Ülker Bisküvi Sanayi A.Ş. instead of İlhan Turan USTA as of 12 April 2016.

2015 Ordinary General Meeting of our Company which was held on 24 March 2016 was registered on 5 April 2016 by Istanbul Trade Registry Office.

In accordance with the announcement made on the March 2nd, 2016 with the caption of "Acquisition of Financial Asset - Istanbul Gıda Dış Ticaret A.Ş.", the shares have been transferred and the payment for this acquisition was made as of March 31st, 2016.

In accordance with the announcement made on the March 2nd, 2016 with the caption of "Acquisition of Financial Asset - UI Egypt B.V.", the shares have been transferred and the payment for this acquisition was made as of March 31st, 2016.

Board of Directors of the Company has decided to propose the General Assembly to distribute gross amount of TL 94.000.000 dividend in cash from net profit starting from 5 April 2016 to the existing shareholders of the Company.

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2015 ANNUAL GENERAL MEETING AGENDA
1. Opening and election of Meeting Chairmanship,
2. Giving authorization to Meeting Chairmanship about the signing of Ordinary General Meeting minutes,
3. Reading, and discussion of 2015 Annual Report,
4. Briefing the General Assembly on 2015 Reports as presented by Independent Audit Company,
5. Reading, discussion and approval of 2015 Financial Statements,
6. Release of each member of the Board of Directors from liability with regard to the 2015 activities and accounts of the Company,
7. Approval of the independent board member appointments prescribed under Articles 363 of the Turkish Commercial Code Law and approval of independent board members terms of office that will be replacing the existing independent board members whose tenures are expired,
8. Approval of the Board of Directors' proposal on distribution of year 2015 profits,
9. Approval of selection of Independent Audit Company by the Board of Directors as per the Turkish Commercial Code and Capital Markets Board regulations,
10. Briefing the General Assembly in accordance with the Capital Markets Board's regulation on donations made by the Company in 2015, and resolving the donations to be made in 2016,
11. Briefing the General Assembly on any Guarantees, Pledges and Mortgages issued by the Company in favor of third persons for the year 2015, in accordance with the regulations laid down by the Capital Markets Board,
12. Determination of monthly remunerations of Board of Directors,
13. Briefing General Assembly with regards the transactions done with the ''Related Parties'' within the scope of CMB's Corporate Governance Compliance Principles and other related arrangements,
14. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code.

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Ülker Bisküvi Sanayi A.Ş. has established an agreement with Yıldız Holding A.Ş. in relation to the purchase all of 20.250.000 number of shares (100% stake) of Yıldız Holding A.Ş. in İstanbul Gıda Dış Ticaret A.Ş. with an amount of TRY 43 million.

Necessary approvals from the local authorities have been taken in relation to the purchase of 51% shares of Yıldız Holding A.Ş. in UI Egypt B.V. operating in Netherlands, who has 90% shares in Hi Food for Advanced Food Industries ("Hi Food"), which is resident in Egypt.

With regards to the agreement established with Yıldız Holding A.Ş. on 13 August 2015, the purchase price is determined amounting to USD 30 million. As a result of the purchase, Ülker Bisküvi Sanayi A.Ş. is going to have the effective ownership rate of 45,9% in Hi Food and also controlling stake.

In accordance with article 10 of the Capital Market Board (CMB)'s II.17.1 Communique on Corporate Governance, in the conditions of sales to related parties in a fiscal year that exceed or forecast to exceed 10% compared to the revenues in the latest annual financial statements; and also in accordance with article 5 in Series: IV No: 41 communique of CMB effective from 2013, in the conditions of sales to related parties in 2015 exceed 10% compared to consolidated revenues or cost of sales, "Ülker Bisküvi 2016 Related Party Transactions Report" including the nature of transactions and comparison with market conditions has been prepared and presented in the attached files.

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It has been decided that Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers) in the address of BJK Plaza, Süleyman Seba Cad. No:48 B Blok Kat:9 Akaretler Beşiktaş/İstanbul, to be elected as the independent auditing company in order to perform the independent audit of the Company for the fiscal year between 01 January 2016 - 31 December 2016 in accordance with the regulations and principles of Capital Markets Board about independent audit and also be presented to the approval of the General Assembly.

Halil Bülent ÇORAPÇI, who is one of the independent Board Member of our Company has been nominated as a member both for Audit Committee and Risk Assessment Committee which were established before according to the Corporate Governance Principles published by Capital Markets Board and Articles of Association of the Company and no payment is to be made due to these duties.

Halil Bülent ÇORAPÇI, who is one of the independent Board Member of our Company has been nominated as a member both for Audit Committee and Risk Assessment Committee which were established before according to the Corporate Governance Principles published by Capital Markets Board and Articles of Association of the Company and no payment is to be made due to these duties.

As disclosed at Public Disclosure Platform on February 9th 2016, Ulker Biskuvi applied to Capital Markets Board to get the approval of electing and presenting Halil Bulent Corapci and Ahmet Murat Yalnızoglu as independent members of the board. Following the application, we have been notified by Capital Markets Board that the members are found appropriate for this role.

As our independent board member Ekrem Pakdemirli passed away on December 31st, 2015, Halil Bulent Corapci is nominated to place Ekrem Pakdemirli as an independent board member until the upcoming General Assembly and plan to propose at the General Assembly.  On the other hand, it is planned to propose Ahmet Murat Yalnizoglu as an independent board member at the General Assembly, instead of Alain Strasser, who completed his independent board membership period.

Resignation of Independent Board Member and New Board Members

Upon the receival of notification by the independent board member of Ulker Biskuvi Sanayi A.S., Alain STRASSER,  with serving 6 years on the board as an independent member since 14.04.2010 will not be considered as independent member as of 14.04.2016 in accordance Capital Markets Board’s 4.3.6 Corporate Governance Principles matter (g). Alain Strasser who is Independent Board Member, Corporate Governance Committee Member and Risk Committee Member will resign from all of his duties as of 03.03.2016. Following the notification of resignation, it is planned to propose Ahmet Murat YALNIZOĞLU as an independent board member at the General Assembly, and for this purpose determined to apply Capital Markets Board to get the approval.

On the other hand, as our independent board member Ekrem PAKDEMİRLİ passed away on December 31^st, 2016, it is planned to propose Halil Bülent ÇORAPÇI as an independent board member at the General Assembly, and for this purpose determined to apply Capital Markets Board to get the approval.

Ahmet Murat Yalnızoğlu

Borned in 1957, Murat YALNIZOĞLU graduated from Istanbul Erkek Lisesi followed by the completion of industry and system engineering at University of Florida. Mr. Yalnızoğlu started his professional career as an entrepreneur in 1982 focusing at information technologies and software development. In 1989, Mr. Yalnızoğlu resumed his career at Arthur Andersen & Andersen Consulting as management consultant in information technology. He later led consultancy projects in the areas of strategy and organizational development for the leading companies in Turkey at Coopers&Lybrand and Research Development as managing partner, founder, and partner roles.

Mr Yalnızoğlu focused in reorganization of large companies with diversified businesses since 2006. He practiced many projects including the ways to improve board efficiency, and structural organization at start-ups. Mr. Yalnızoğlu acted as board member in many organizations aside of board consultancy.

Halil Bülent Çorapçı

Mr. Çorapçı, borned in 1936 at Yalova/Istanbul, graduated from Istanbul Yüksek İktisat ve Ticaret Okulu in 1956. He started his professional career at Karamancılar-Gazioğulları in 1953, responsible from various group companies in the areas of management and audit. Mr. Çorapçı attended many seminar at abroad within the context of his area and worked at Karamacılar Holding, Orta Anadolu Mensucat, Anadolu Cam Sanayii, Nasaş Aliminyum, Çelik Halat, Polinas, Henkel  and Turyağ during his professional career. He also acted as board member in these companies. Currently, performs as a board member at Astay Gayrimenkul A.Ş,  Atikpaşa ve Sultanahmet(Four Seasons Otelleri)A.Ş.,  Senapa Stampa Plastik A.Ş., Martı GYO, Kerevitaş (Super fresh) A.Ş. Mr. Çorapçı is registered at the chamber of certified public accountant of Istanbul and a former member of tax council founded in accordance with the law. Mr. Çorapçı is married with two sons, with a well knowledge of English and interested in books and readings.

Ongoing restructuring changes at our majority shareholder Yıldız Holding will not result any changes in majority shareholding structure, current operations, and financial statements that  shared with the public.

Establishment of the agreement with Yıldız Holding A.Ş. with regards to acquisition of Yıldız Holding's some of the operations in Egypt and Saudi Arabia, and initiation of talks with regards to acquisition of Kazakhstan operations:

Ülker Bisküvi established an agreement with Yıldız Holding for the acquisition of Yıldız Holding's controlling stakes in some of Egypt and Saudi Arabia operations. The transactions are independently valued by Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (KPMG), which is an independent valuation agency. The Board of Directors (BOD) convened on August 13th 2015, it has been determined to establish the agreement among the parties following the meeting. For the closure of the share transfer, necessary approvals from legal authorities are expected. Following the approval, the transfer of shares will carry out and will be shared with the interested parties through special case announcement.

Minutes of ordinary general assembly is presented in the attached file. Attendants ruler, and dividend distribution table can be found under the section of General Assembly Meetings

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This report is prepared in accordance with article 10 of the CMB's “II-17.1 Communique on Corporate Governance.” As stated in the communique, it is mandatory for the Board of Directors to report the ratio of the common and continuous transactions between the corporations and subsidiaries that are projected to exceed ten percent (10%) in an accounting period and explain the conditions of the transactions and compare to market conditions. The report is prepared (a) for purchases from the related parties that exceed ten percent (10%) compared to the cost of sales in the latest annual financial statements disclosed to public, and (b) for sales to related parties that exceed ten percent (10%) compared to the revenues in the latest annual financial statements disclosed to public.

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In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers), which is located at BJK Plaza, Süleyman Seba Cad. No:48 B Blok Kat:9 Akaretler Beşiktaş/İstanbul, has been selected as the company’s independent external auditor for the period between January 1, 2015 and December 31, 2015. This selection has been submitted for the approval of the General Assembly.

Our Board of Directors, resolved to distribute gross TL 94.000.000 in cash covered from net profit for the period to our shareholders on 07.04.2015.

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1. Opening and election of Meeting Chairmanship,

2. Giving authorization to Meeting Chairmanship about the sign of Ordinary General Meeting minutes,

3. Reading, discussion and approval of 2014 Activity Report prepared by the Company's Board of Directors,

4. Briefing the General Assembly on 2014 Reports as presented by Independent Audit Company,

5. Reading, discussion and approval of 2014 Financial Statements,

6. Acquittances of Board of Directors Members and Auditors separately,

7. Determination of Company Profit’s way of using, ratios of profit to be distributed and dividend shares,

8. Approval of selection of Independent Audit Company by the Board of Directors as per the Turkish Commercial Code and Capital Markets Board regulations,

9. Approval of donation policy proposed by Board of Directors,

10. Briefing the General Assembly in accordance with the Capital Markets Board’s regulation on donations made by the Company in 2014, and resolving the donations to be made in 2015

11. Briefing the General Assembly on any Guarantees, Pledges and Mortgages issued by the Company in favor of third persons for the year 2014, in accordance with the regulations laid down by the Capital Markets Board,

12. Determination of monthly remunerations of Board of Directors,

13. Briefing General Assembly with regards the transactions done with the ‘’Related Parties’’ within the scope of CMB’s Corporate Governance Compliance Principles and other related arrangements,

14. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code

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Yıldız Holding A.Ş., parent company of Ülker Bisküvi A.Ş., signed a share purchase agreement with Blackstone and Pai Partners for the acquisition of UK domiciled United Biscuits shares on 03.11.2014.

Ülker Bisküvi A.Ş does not have have any interst or role in this transaction.

Today, in various media organizations there were news as Ülker Bisküvi placed a bid for United Biscuits. For the time being, there is no interest or contact from Ülker Bisküvi, however Yıldız Holding has intention for this investment.

Yıldız Holding A.Ş.

Board of Directors resolved the donation policy in accordance with the Corporate Governance Communique item 1.3.10 published by Capital Markets Board.

During its meeting on May 6, 2014, the Board of Directors of Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş., one of our affiliates, has decided to assign all of its shares of Rekor Gıda Pazarlama A.Ş. by selling the 10,000,000 shares it owns to Yıldız Holding A.Ş. in exchange for 4,000,000 Turkish Lira.

During its meeting on May 6, 2014, the Board of Directors of Ülker Çikolata Sanayi A.Ş., one of our affiliates, has decided to sell its 1,245,000 shares of Istanbul Gıda Dış Ticaret A.Ş. to Yıldız Holding A.Ş. in exchange for 2,573,000 Turkish Lira. During the same meeting, our affiliate also decided to sell its 124,500 shares of Birleşik Dış Ticaret A.Ş. to Yıldız Holding A.Ş. in exchange for 398,400 Turkish lira.

Our bora of directors resolved the issues in below:

1. Within the context of Corporate Governance Principles which was released by Capital Markets Board, Corporate Governance Committee was founded and members appointed are listed in below, while determined not to get paid with additional remuneration for these duties,

   • Duran AKBULUT – Committee President
   • Alain STRASSER – Committee Member
   • Hafize Nurtaç ZİYAL – Committee Member
   • Özgür KALYONCU – Committee Member

2. Within the context of Corporate Governance Principles which was released by Capital Markets Board, Audit Committee was founded and members appointed are listed in below, while determined not to get paid with additional remuneration for these duties,

   • Duran AKBULUT – Committee President
   • Ekrem PAKDEMİRLİ – Committee Member

3. Within the context of Corporate Governance Principles which was released by Capital Markets Board, Risk Committee was founded and members appointed are listed in below, while determined not to get paid with additional remuneration for these duties,

   • Ekrem PAKDEMİRLİ – Committee President
   • Alain STRASSER – Committee Member

This report is prepared in accordance with article 10 of the CMB's “II-17.1 Communique on Corporate Governance.” As stated in the communique, it is mandatory for the Board of Directors to report the ratio of the common and continuous transactions between the corporations and subsidiaries that are projected to exceed ten percent (10%) in an accounting period and explain the conditions of the transactions and compare to market conditions. The report is prepared (a) for purchases from the related parties that exceed ten percent (10%) compared to the cost of sales in the latest annual financial statements disclosed to public, and (b) for sales to related parties that exceed ten percent (10%) compared to the revenues in the latest annual financial statements disclosed to public.

Our ordinary general assembly which was held on March 27th, 2014 was registered by Istanbul Chamber of Commerce on April 3rd, 2014.

Minutes of ordinary general assembly, attendants ruler, and dividend distribution table are presented in the attached file.

As per the Capital Markets Board’s Communiqué No: II-17.1 on “Corporate Governance” and Article 4.3.7 of the Corporate Governance Principles, applications for Duran Akbulut, Ekrem Pakdemirli and Alain Strasser, who were selected as candidates for the independent board of directors during the 2013 Ordinary General Assembly, were made to General Assembly. Having deliberated on the candidates during its meeting No: 8/240 on March 14, 2014, the General Assembly has decided not to report any negative opinions.

In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers), which is located at BJK Plaza, Süleyman Seba Cad. No:48 B Blok Kat:9 Akaretler Beşiktaş/İstanbul, has been selected as the company’s independent external auditor for the period between January 1, 2014 and December 31, 2014. This selection has been submitted for the approval of the General Assembly.

Our Board of Directors, resolved to distribute gross TL 133.000.000 in cash covered from net profit for the period to our shareholders on 07.04.2014.

1. Opening and composing meeting’s chairmanship,
2. Briefing the General Assembly on 2013 Annual Reports,
3. Briefing the General Assembly on 2013 Reports as presented by Independent Audit Company,
4. Review and approval of Company’s Balance sheet, Profit and Loss accounts for the year 2013,
5. Acquittances of Board of Directors Members and Auditors separately,
6. Determination of Company Profit’s way of using, ratios of profit to be distributed and dividend shares,
7. Presenting Company Auditor proposed by Board of Directors to the approval of General Assembly,
8. Election of members of the board,
9. Briefing the General Assembly in accordance with the Capital Markets Board’s regulation on donations made by the Company in 2013,
10. Briefing the General Assembly on any Guarantees, Pledges and Mortgages issued by the Company in favor of third persons for the year 2013, in accordance with the regulations laid down by the Capital Markets Board,
11. Determining the wages for Board of Directors,
12. Briefing General Assembly with regards the transactions done with the ‘’Related Parties’’ within the scope of CMB’s Corporate Governance Compliance Principles and other related arrangements,
13. Granting authority to Members of Board of Directors according to Articles 395 and 396 of Turkish Commercial Code

In the special situation announcement made on October 3, 2013, Yıldız Holding had stated that by selling 20 percent of its shares of Ülker Bisküvi to overseas investors by a block sale, it would increase the liquidity of Ülker Bisküvi and the company’s free float rate would increase to 39.99 percent.

After this process was completed, it was announced in an MSCI Index update announcement by Morgan Stanley Capital International on November 7, 2013 that Ülker Bisküvi has been included into the MSCI Turkey Index.

Effective entry to the index will occur after the exchange closes on November 26.

• The election of the Meeting Council started, and it was decided to elect Mr. Mahmut Oltan SUNGURLU as the Chairman of the Meeting, Bora YALINAY as the Vote Collector and İlhan Turan USTA as the Minutes Recorder with the majority of votes.
• The amendment drafts with regard to the amendment of articles 4,7,9,11,17,20,21,22,24,25,26,33,38 of the articles of incorporation of the company which were found appropriate by the CMB and the Ministry of Customs and Trade were submitted to the shareholders’ approval, and accepted with the majority of votes.

• The election of the Meeting Council started, and it was decided to elect Mr. Mahmut Oltan SUNGURLU as the Chairman of the Meeting, Bora YALINAY as the Vote Collector and İlhan Turan USTA as the Minutes Recorder with the majority of votes.
• The amendment drafts with regard to the amendment of articles 4,7,9,11,17,20,21,22,24,25,26,33,38 of the articles of incorporation of the company which were found appropriate by the CMB and the Ministry of Customs and Trade were submitted to the shareholders’ approval, and accepted with the majority of votes.

• The election of the Meeting Council started, and it was decided to elect Mr. Mahmut Oltan SUNGURLU as the Chairman of the Meeting, Bora YALINAY as the Vote Collector and İlhan Turan USTA as the Minutes Recorder with the majority of 29.668.594.653,40 positive votes against 5.650.000 negative votes. Mr. Mahmut Oltan SUNGURLU, the Chairman of the Meeting, made an explanation about the way of exercising votes. As specified both in the Law and articles of incorporation of the Company, it was stated that the shareholders who are physically attending the meeting room should exercise votes by open and hand raising procedures, and the shareholders who will exercise negative votes should express their negative votes orally provided electronic vote counting regulations are reserved. Pursuant to the Fifth and Second paragraph of article 1527 of the Turkish Code of Commerce, it was determined that the Company fulfilled electronic general meeting preparations in compliance with legal regulations. Mr. Serkan BALABAN who has “Central Registration Enterprise Electronic General Assembly System Certificate Specialization” was appointed by the Chairman of the Meeting to use the electronic general assembly system and the meeting was opened simultaneously in the physical and electronic environment and the discussion of the other items of the agendum started.
• The Activity Report of the year 2012 was read and opened for negotiation and it was decided with the majority of 29.668.594.653,4 positive votes against 5.650.000 negative votes.
• The Independent External Audit report in which the activity results in relation to the consolidated financial tables of the Auditor of the year 2012 and the fiscal year of 2012 were read and opened for negotiation, and decided with the majority of 29.668.594.653,4 positive votes against 5.650.000 negative votes.
• The consolidated financial tables of the fiscal year of 2012 were read and opened for negotiation, and decided with the majority of 29.668.594.653,4 positive votes against 5.650.000 negative votes.
• The members of the Board of Directors did not exercise their rights to vote arising from the shares they had in their discharge, and discharged one by one with the unanimous decision of other shareholders who attended the meeting. As a result of the voting made, auditors were discharged one by one with the majority of 29.660.574.953,4 votes against 13.669.700 negative votes.
• It was decided to distribute gross 150.000.000,00 TL (net 127.000.000 TL) all of them to be paid from extraordinary reserves, as per the article on profit distribution of the articles of incorporation; to allocate 13.290.000,00 TL as the second composition legal reserves again to be paid from the extraordinary reserves, to take 33.113.426,48 TL from the profit of the past years to extraordinary reserves, to give the whole profit to be distributed in cash and distribute it as of 08 April 2013, to authorize the company directors in the determination of the other matters in relation to distribution, with the majority of 29.660.574.953,4 aye votes against 13.669.700 negative votes.
• It was decided to increase the current wages of the Members of the Board at the rate of PPI (producer price index) of the year 2012, not to pay any wages for their duty to the members of the Board who are commissioned in the committees within the Company with majority of 29.384.366.553,4 positive votes against 289.878.100 negative votes.
• Based on the Turkish Code of Commerce and the principles of the Notice in relation to the Independent Audit which was published by the Capital Board, considering the recommendation of the Auditing Committee; it was decided to elect Başaran Nas Independent Accountant and Financial Advisor INC. (a member of PricewaterhouseCoopers) in the address BJK Plaza, Süleyman Seba Cad. No:48 B Blok Kat:9 Akaretler Beşiktaş/Istanbul who was elected by the Board of Directors to perform the independent external audit of our Company in the year 2013 with the majority of 29.652.460.753,4 aye votes against 21.783.900 negative votes.
• The “Internal Directive on the Working Principles and Procedures of the General Assembly” which was presented to the shareholders’ information on the webpage www.ulkerbiskuvi.com.tr of the Company with the Public Disclosure Platform prepared by the Board of Directors 21 days before the General meeting with themajority of 29.668.594.653,4 aye votes against 5.650.000 negative votes.
  • It was decided not to read the "Internal Directive on the Working Principles and Procedures of the General Assembly" with the majority of 29.671.732.653,4 aye votes against 2.512.000 negative votes.
• The General Assembly was informed about the donations and assistances in the amount of 3.233.515 TL made throughout the year.
• The General Assembly was informed about the Guarantees, Liens and Mortgages given by the company throughout the year 2012.
• The General Assembly was informed about the transactions made with the “Related Parties” in the balance sheet footnotes numbered 30 in the consolidated financial tables which were prepared based on the Financial Reporting Standard of the Capital Market and underwent independent auditing within the scope of article 5 of the Notice Serial: IV No:41 of the Capital Market Board.
  • It was decided not to further read the transactions made with the “Related Parties” in the balance sheet footnotes numbered 30 in the consolidated financial tables which underwent independent auditing with the majority of 28.695.563.553,4 aye votes against 978.681.100 negative votes.
• The Profit Distribution Policy of the Company which was proposed with the decision no 2013-01 by the Board of Directors of the Company and was presented to the shareholders’ information on the webpage www.ulkerbiskuvi.com.tr of the Company with the Public Disclosure Platform 21 days before the General Meeting was read and decided with the majority of 29.655.639.253,4 aye votes against 18.605.400 negative votes as a result of the voting.
• It was decided to give the members of the Board the permission which is specified in article 395 which regulates the prohibition of transacting with the Company and article 396 which regulates the prohibition of Competition of the Turkish Code of Commerce with the majority of 29.668.594.653,4 votes against 5.650.000 negative votes.
• The amendment drafts with regard to the amendment of articles 4,7,9,11,17,20,21,22,24,25,26,33,38 of the articles of incorporation of the company which were found appropriate by the CMB and the Ministry of Customs and Trade were submitted to the shareholders’ approval, and accepted with the majority of 28.773.914.553,4 votes against 9.003.301 negative votes.
• It was decided not to read the draft of the articles of incorporation of the Company with the majority of 29.034.660.253,4 votes against 639.584.400 negative votes.

Our Board of Directors, resolved to distribute gross TL 150.000.000 in cash covered from extraordinary reserves to our shareholders on 08.04.2013.

In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of PricewaterhouseCoopers), which is located at BJK Plaza, Süleyman Seba Cad. No:48 B Blok Kat:9 Akaretler Beşiktaş/İstanbul, has been selected as the company’s independent external auditor for the period between January 1, 2013 and December 31, 2013. This selection has been submitted for the approval of the General Assembly.

• Opening and composing meeting’s chairmanship
• Approval of amendment draft related to the amendments of Article Numbers 4,7,9,11,17,20,21,22,24,25,26,33,38 of Articles of Incorporation which was found appropriate by CMB and Industry and Customs Ministry

• Opening and composing meeting’s chairmanship
• Approval of amendment draft related to the amendments of Article Numbers 4,7,9,11,17,20,21,22,24,25,26,33,38 of Articles of Incorporation which was found appropriate by CMB and Industry and Customs Ministry

• Opening and composing meeting’s chairmanship,
• Reading Activity Report of 2012 year and it’s negotiation,
• Reading Audit Report and Independent External Audit Report of 2012 year and their approvals,
• Reading Financial Statements of 2012 year, their negotiation and their approvals,
• Acquittances of Board of Directors Members and Auditors separately,
• Determination of Company Profit’s way of using, ratios of profit to be distributed and dividend shares,
• Determining the wages for Board of Directors Members,
• Presenting Company Auditor proposed by Board of Directors to the approval of General Assembly,
• Presenting Internal Directive accepted by Board of Directors to the approval of General Assembly,
• Giving information to General Assembly about the donations done within the year by the Company,
• Giving information to General Assembly about the Collaterals, Pledges and Hypothecs given within the year by the Company,
• Giving information to General Assembly about the transactions done with the ‘’Related Parties’’ in the scope of CMB’s Corporate Governance Compliance Principles and other related arrangements,
• Presentation of Profit Distribution Policy to the approval of General Assembly,
• To give authorization to Board of Directors Members to enable them to do the transactions written in 395th and 396th Articles of Turkish Trade Code,
• Approval of amendment draft related to the amendments of Article Numbers 4,7,9,11,17,20,21,22,24,25,26,33,38 of Articles of Incorporation which was found appropriate by CMB and Industry and Customs Ministry.

In order to comply with Turkish Commercial Code No 6102 and Capital Markets Law No 6362, our board of directors decided to apply to Capital Markets Board and Ministry Of Customs and Trade to get the approval for the termination of privileges to appoint board member for bearer preferred shares and relocation of company headquarter.

Our Board of Directors announced dividend distribution policy aiming 2012 and years ahead on January 18th, 2013 within the context of Corporate Governance Principles.

Under the leadership of Bank of America Merrill Lynch, our company has signed a syndicated loan agreement with 14 international banks. Credit has therefore been allocated of $138,280,000 and €134,850,000, which is at Libor/EULibor + 3.40 interest rate, with a maturity two-year maturity and six-month interest payment.

The syndicated loan will be used towards the repayment of current loans that will mature in 2013 and the financing of operational expenses.

As per the information received from our subsidiary Ülker Çikolata Sanayi A.Ş., its affiliate Atlantik Gıda Pazarlama ve Ticaret A.Ş. has been absorbed and combined under the roof of Ülker Çikolata Sanayi A.Ş.

In our special case announcement dated on 01.11.2012 with regards to announcement of Financial Tables of 31.12.2011 inadvertently written as 31.12.2012. The tables will be provided to correct the mistake.

Our Company has determined Audit, Corporate Governance Committee, and Risk Committee in accordance with the Capital Markets Board Corporate Governance Principles.

Accordingly, the committees and its members are presented in below;

Audit Committee,

• Duran Akbulut (President, Independent Board Member)
• Ekrem Pakdemirli (Member, Independent Board Member)

Corporate Governance Committee,

• Duran Akbulut (President, Independent Board Member),
• Alain Strasser (Member, Independent Board Member),
• Hafize Nurtaç Ziyal (Member, Executive)

Risk Committee,

• Ekrem Pakdemirli (President, Independent Board Member),
• Necdet Buzbaş (Member, Executive)

• Opening and election of the presidency council,
• Giving authorization to the Presidency Council to sign the minutes of the general meeting,
• Deciding to increase the number of members of the executive board of our company up to nine, and elect 2 independent members to the executive board,
• Wishes, requests and conclusion.

• The election of the Presidency Council started, and it was unanimously decided to elect Mahmut Oltan SUNGURLU as the President of the council, Hüseyin Avni METİNKALE as the vote collector, and İlhan Turan USTA as the clerk.
• It was unanimously decided to give authorization to the Presidency of Council to sign the minutes of the meeting.
• The reports of the Executive and Supervisory Board regarding the year 2011 were read and negotiated and the reports of the Executive and Supervisory Board were severally unanimously voted and accepted as a result of the voting taken.
• The Independent External Audit report which include the activity results in relation to the consolidated financial tables regarding the fiscal period of the year 2011 which were issued in accordance with the notice of the Capital Markets Board Serial: XI No: 29 published by the Capital Markets Board was read, negotiated and unanimously accepted.
• The consolidated balance and income table regarding the year 2011 which is properly reflective in accordance with the accounting principles and standards determined in the “Notice of Principles regarding Financial Reporting in the Capital Market” of the Capital Markets Board Serial: XI No:29 was read, negotiated and unanimously accepted.
• In line with the proposal of the Executive Board of the Company, primarily it was decided to take 529.536.389,43 TL into special fund account, and the period income of the year 2011 which is 110.143.019,01 TL according to Legal Records (127.485.624,57 TL according to CMB) into extraordinary reserves accounts. It was decided to distribute gross 280.000.000,00 TL (net 238.000.000 TL) according to the article on the distribution of profits of the articles of association to be paid from the extraordinary reserves; and allocate 26.290.000,00 TL as the secondary legal reserves to be also paid from the extraordinary reserves, give the whole profit to be distributed in cash and distribute it as of 28 May 2012, authorizing company managers for the determination of other matters in relation to distribution as a result of the majority of votes with 27.832.940.339 votes against 3.017.500 abstaining votes.
• The members of the Executive Board did not exercise their rights to vote originating from the shares they have in their own discharges, and they were severally discharged with the unanimous votes of other shareholders who participated in the meeting. The auditors were also unanimously severally discharged as a result of the voting taken.
• It was unanimously decided to elect Emre ŞEHSUVAROGLU (Turkish ID NO: 30952261334) and Mustafa TERCAN (Turkish ID NO: 12853010976) who were nominated at the meeting with their nomination declarations to serve as auditors for one year, and to pay each of the auditors a monthly salary in the amount of the monthly amount of the minimum salary on the date when the salary accrues.
• It was unanimously decided to pay a monthly gross salary of 2.450.-TL to each member of the Executive Board, and not to pay any salary to the members of the executive board who serve in the committees which are formed within the company for such position.
• The General Assembly was informed about the donations and aids in the amount of 10.000.- TL which were made within the year with the donation and aid policy of the company. Although there was no voting in this article, the representatives of 112.237.800 foreign shareholders declared that they are abstaining about this article.
• The General Assembly was informed about the Collaterals, Liens and Mortgages given by the company within the year 2011i. Although there was no voting in this article, the representatives of 112.237.800 foreign shareholders declared that they are abstaining about this article.
• In line with the proposal of the executive board, it was unanimously decided to approve the election of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. ( a member of Deloitte Touche Tohmatsu ) as the independent external auditing organization to cover the fiscal period between 01.01.2012 –31.12.2012.
• The General Assembly was informed about the fact that necessary explanations are included in the footnote no 31 of the independent audit report on the transactions made with the related parties within the scope of article 5 of the Notice of Capital Markets Board Serial: IV No:41. Although there was no voting in this article, the representatives of 112.237.800 foreign shareholders declared that they are abstaining about this article.
• The General Assembly was informed about the “principles of salaries” of the members of the executive board and senior managers. Although there was no voting in this article, the representatives of foreign shareholders declared that they exercised 3.017.500 nay and 112.237.800 abstaining votes about this article.
• It was unanimously decided to authorize the Members of the Board to make the transactions which are written in articles 334 and 335 of the Turkish Code of Commerce and articles 1.3.7 of the Corporate Management Principles of the Capital Markets Board.
• It was unanimously discussed and accepted to change the amendments of articles 4, 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41 and 42 of the articles of association of the Company in the form in the annex approved by the letters of the Capital Markets Board dated 24.04.2012 and numbered B.02.06.SPK.0.13.00-110.03.02-1174 and the General Directorate of Domestic Trade of the Ministry of Customs and Trade dated 25.04.2012 and numbered B.21.0.İTG.0.10.01.00/431.02-1949-387396-3064-3069 in accordance with the notices Serial: IV No: 56 and 57 of the Capital Markets Board (CMB).
• Nobody took the floor in the wishes and request part and the meeting was finished.

Dividend distribution table has been corrected however the total amount to be distributes has not been changed.

• Recording of 2011 net profit in the accounts of extraordinary reserves,
• Distributing gross TL 280.000.000 all covered by extraordinary reserves to be paid on May 28th 2012, will be presented in the general assembly.

• Opening and election of the presidency council,
• Giving authorization to the Presidency Council to sign the minutes of the general meeting,
• Reading and negotiating the reports of the executive and supervisory board of the year 2011,
• Reading and negotiating the independent external auditing report of the year 2011,
• Reading, negotiating and approving balance and profit/loss accounts of the year 2011,
• Discussing the dividend distribution of the year 2011 and making decisions,
• Discharging the members of the executive and supervisory board separately,
• Making decisions for the election of the members of the supervisory board pursuant to article 347 of Turkish Code of Commerce, determination of their term of office and wages,
• Making decisions for the determination of the wages of the Members of the Executive Board
• Presenting information about the donation and aid policy of the company and the donations made within the year to the general assembly,
• Presenting information about the Collaterals, Liens and Mortgages given by the company within the year2011
• Making decisions about the independent external auditing organization proposed by the Executive Board,
• Giving information about the transactions made with the “Related Parties” within the scope of article 5 of Serial: IV No: 41 Notice of CMB,
• Presenting information about the determination of the wages of the members of the executive board and senior managers
• Giving authorization to the Members of the Executive Board to make the transactions which are written in articles 334 and 335 of the Turkish Code of Commerce and articles 1.3.7 of the Capital Markets Board Corporate Management Principles,
• Approving the amendment drafts of Articles 4, 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41 and 42 of the articles of association of the company which was found appropriate by CMB and the Ministry of Industry and Customs
• Wishes, requests and conclusion.

The sale of Ulker shares will carry out on 10.04.2012 on the Borsa Istanbul’s wholesale market with the price of TL 5.58 due to issuance of TL 73.400.000 nominally valued shares as Ülker Bisküvi Sanayi A.Ş. capital increased from TL 268.600.000 to TL 342.000.000.

Ülker Bisküvi Sanayi A.Ş.’s application to materialize the capital increase in BIST wholesale market made with the attached files to Borsa Istanbul.

After the successful completion of the negotiations, the Collective Bargaining Agreement has been signed with Öz Gıda İş Sendikası for the period between January 1, 2012 and December 31, 2013.

As such, Ülker Bisküvi San .A.Ş. wages were increased by 13.52 percent, while social assistance has increased by 10.45 percent on the average for the first year of the agreement (January 1, 2012 – December 31, 2012). The parties have agreed to increasing both the wages and the social assistance by the ratio of Consumer Price Index of the previous year based on Turkish Statistical Institute’s (TurkStat) 2003=100 Index for the second year of the agreement (January 1, 2013 – December 31, 2013).

The board has decided to modify the articles of association of the company with the attached modified article and apply for the necessary approval from the Capital Markets Board, Ministry of Industry and all necessary legal bodies and present in the first general assembly in accordance with the Serial IV NO 56 Corporate Governance Principles dated on 30.12.2011 published by Capital Markets Board.

In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of Deloitte Touche Tohmatsu), which is located at Sun Plaza Dereboyu Sok. No:24 Maslak - İstanbul, has been selected as the company’s independent external auditor for the period between January 1, 2012 and December 31, 2012. This selection has been submitted for the approval of the General Assembly.

• The meeting was opened by Mehmet TÜTÜNCÜ and it was unanimously decided to elect Mahmut Oltan SUNGURLU as the president of council, Şener ASTAN as the vote collector and Hüseyin Avni METİNKALE as the clerk.
• It was unanimously decided to give authorization to the Presidency of Council to sign the minutes of the meeting.
• It was decided to increase the paid capital of the company by 73.400.000.- and make it 342.000.000.-TL and totally restrict the pre-emption rights of the current partners, approve the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• It was discussed to change the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and article 34 titled Distribution of Profits of the articles of association of the company in the form in the annex approved by the letters of the Capital Markets Board dated 15.02.2012 and numbered B.02.6.SPK.0.13.00-105.01.01.01-281 and the General Directorate of Domestic Trade of the Ministry of Customs and Trade dated 16.02.2012 and numbered B.21.0.İTG.0.03.00.01/351.02-1949-130781-1130 and accepted with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• Nobody took the floor in the wishes and requests part and the meeting was finished by the Presidency of Council as there were no other items left to be discussed in the agendum.

• The meeting was opened by Mehmet TÜTÜNCÜ and it was unanimously decided to elect Mahmut Oltan SUNGURLU as the president of council, Şener ASTAN as the vote collector and Hüseyin Avni METİNKALE as the clerk.
• It was unanimously decided to give authorization to the Presidency of Council to sign the minutes of the meeting.
• It was decided to increase the paid capital of the company by 73.400.000.- and make it 342.000.000.-TL and totally restrict the pre-emption rights of the current partners, approve the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• It was discussed to change the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and article 34 titled Distribution of Profits of the articles of association of the company in the form in the annex approved by the letters of the Capital Markets Board dated 15.02.2012 and numbered B.02.6.SPK.0.13.00-105.01.01.01-281 and the General Directorate of Domestic Trade of the Ministry of Customs and Trade dated 16.02.2012 and numbered B.21.0.İTG.0.03.00.01/351.02-1949-130781-1130 and accepted with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• Nobody took the floor in the wishes and requests part and the meeting was finished by the Presidency of Council as there were no other items left to be discussed in the agendum.

• The meeting was opened by Mehmet TÜTÜNCÜ and it was unanimously decided to elect Mahmut Oltan SUNGURLU as the president of council, Şener ASTAN as the vote collector and Hüseyin Avni METİNKALE as the clerk.
• It was unanimously decided to give authorization to the Presidency of Council to sign the minutes of the meeting.
• It was decided to increase the paid capital of the company by 73.400.000.- and make it 342.000.000.-TL and totally restrict the pre-emption rights of the current partners, approve the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• It was discussed to change the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and article 34 titled Distribution of Profits of the articles of association of the company in the form in the annex approved by the letters of the Capital Markets Board dated 15.02.2012 and numbered B.02.6.SPK.0.13.00-105.01.01.01-281 and the General Directorate of Domestic Trade of the Ministry of Customs and Trade dated 16.02.2012 and numbered B.21.0.İTG.0.03.00.01/351.02-1949-130781-1130 and accepted with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• Nobody took the floor in the wishes and requests part and the meeting was finished by the Presidency of Council as there were no other items left to be discussed in the agendum.

• The meeting was opened by Mehmet TÜTÜNCÜ and it was unanimously decided to elect Mahmut Oltan SUNGURLU as the president of council, Şener ASTAN as the vote collector and Hüseyin Avni METİNKALE as the clerk.
• It was unanimously decided to give authorization to the Presidency of Council to sign the minutes of the meeting.
• It was decided to increase the paid capital of the company by 73.400.000.- and make it 342.000.000.-TL and totally restrict the pre-emption rights of the current partners, approve the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• It was discussed to change the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and article 34 titled Distribution of Profits of the articles of association of the company in the form in the annex approved by the letters of the Capital Markets Board dated 15.02.2012 and numbered B.02.6.SPK.0.13.00-105.01.01.01-281 and the General Directorate of Domestic Trade of the Ministry of Customs and Trade dated 16.02.2012 and numbered B.21.0.İTG.0.03.00.01/351.02-1949-130781-1130 and accepted with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• Nobody took the floor in the wishes and requests part and the meeting was finished by the Presidency of Council as there were no other items left to be discussed in the agendum.

• The meeting was opened by Mehmet TÜTÜNCÜ and it was unanimously decided to elect Mahmut Oltan SUNGURLU as the president of council, Şener ASTAN as the vote collector and Hüseyin Avni METİNKALE as the clerk.
• It was unanimously decided to give authorization to the Presidency of Council to sign the minutes of the meeting.
• It was decided to increase the paid capital of the company by 73.400.000.- and make it 342.000.000.-TL and totally restrict the pre-emption rights of the current partners, approve the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• It was discussed to change the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and article 34 titled Distribution of Profits of the articles of association of the company in the form in the annex approved by the letters of the Capital Markets Board dated 15.02.2012 and numbered B.02.6.SPK.0.13.00-105.01.01.01-281 and the General Directorate of Domestic Trade of the Ministry of Customs and Trade dated 16.02.2012 and numbered B.21.0.İTG.0.03.00.01/351.02-1949-130781-1130 and accepted with the majority of votes with 19.403.875.107 votes against 108.736.000 nay votes.
• Nobody took the floor in the wishes and requests part and the meeting was finished by the Presidency of Council as there were no other items left to be discussed in the agendum.

• Opening and the Election of the Presidency Council,
• Giving authorization to the Presidency Council to sign the Minutes of the General Meeting,
• Increasing the paid capital of the company by 73.400.000.- and making it 342.000.000.-TL and totally restricting the pre-emption rights of the current partners, approving the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates,
• Discussion and approval of the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and Article 34 titled Distribution of Profits of the articles of association of the company,
• Wishes, Requests and Conclusion

• Opening and the Election of the Presidency Council,
• Giving authorization to the Presidency Council to sign the Minutes of the General Meeting,
• Increasing the paid capital of the company by 73.400.000.- and making it 342.000.000.-TL and totally restricting the pre-emption rights of the current partners, approving the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates,
• Discussion and approval of the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and Article 34 titled Distribution of Profits of the articles of association of the company,
• Wishes, Requests and Conclusion

• Opening and the Election of the Presidency Council,
• Giving authorization to the Presidency Council to sign the Minutes of the General Meeting,
• Increasing the paid capital of the company by 73.400.000.- and making it 342.000.000.-TL and totally restricting the pre-emption rights of the current partners, approving the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates,
• Discussion and approval of the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and Article 34 titled Distribution of Profits of the articles of association of the company,
• Wishes, Requests and Conclusion

• Opening and the Election of the Presidency Council,
• Giving authorization to the Presidency Council to sign the Minutes of the General Meeting,
• Increasing the paid capital of the company by 73.400.000.- and making it 342.000.000.-TL and totally restricting the pre-emption rights of the current partners, approving the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates,
• Discussion and approval of the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and Article 34 titled Distribution of Profits of the articles of association of the company,
• Wishes, Requests and Conclusion

• Opening and the Election of the Presidency Council,
• Giving authorization to the Presidency Council to sign the Minutes of the General Meeting,
• Increasing the paid capital of the company by 73.400.000.- and making it 342.000.000.-TL and totally restricting the pre-emption rights of the current partners, approving the registered distribution of Group “C” bearer share certificates in the amount of 73.400.000.-TL which will be issued due to Capital increase to the holders of Registered Dividend Shares and Groups A and B Preferred Share Certificates against the removal of the preferred share certificates and dividend privileges and to the holders of preferred share certificates at the rate of their removed privileges, to the holders of registered dividend shares at the rate of their removed certificates,
• Discussion and approval of the amendments of article 7 titled Capital of the Company, article 9 titled Dividend Shares, article 12 titled Executive Board and Article 34 titled Distribution of Profits of the articles of association of the company,
• Wishes, Requests and Conclusion

Our application for registering Group C shares with a nominal value of 73,400,000 Turkish lira by restricting the preemptive rights of the shareholders has been received favorably as a result of the increase of the issued capital from 286,600,000 Turkish lira to 342,000,000 TL within the registered capital ceiling of 500,000,000 Turkish lira of the company. This increase in the issued capital was achieved due to: (a) Approval by the General Assembly to amend the Articles 7, 9, 12 and 34 of the Articles of Association in order to increase capital by eliminating both the registered shares and the dividend distribution privileges of Group A and B preferred shares and in connection, limiting all the preemptive rights of the shareholders and by private placement of shares; and (b) transfer of the dividend rights of 1,436 Group A shares, 731 Group B shares and 22,171 dividend right certificates in exchange for Group C shares with nominal values of 29,525,607 TL, 14,524,373 TL and 29,350,020 Turkish lira respectively.

As stated in our special situation announcement on October 10, 2011, the absorption of Ideal Sanayi ve Ticaret A.Ş., Birlik Pazarlama Sanayi ve Ticaret A.Ş. and Fresh Cake Gıda Sanayi ve Ticaret A.Ş. under the roof of Ülker Çikolata Sanayi A.Ş. has been registered as of today. Fresh Cake Gıda Sanayi ve Ticaret A.Ş., located at Akçaburgaz Mh. 91 Sk. No: 21 Esenyurt, Istanbul and Ideal Sanayi ve Ticaret A.Ş., located at Gebze Organize Sanayi Bölgesi Ihsan Dede Cd. 90 Sk. Gebze, Kocaeli, will continue their operations as “Esenyurt Branch” and “Gebze Branch” respectively.

Additionally, as per the information received from our subsidiary Biskot Bisküvi Gıda San.ve Tic. A.Ş., its merger with AGS Anadolu Gıda San. A.Ş. has been completed and registered on December 30, 2011.

General Manager of Ülker Bisküvi San. A.Ş., Dr. Hasan Irfan Demiryol, is appointed for a different role within Yıldız Holding A.Ş. In the meantime, Mr. Şener Astan, Vice President of Baked Goods will act as a General Manger in proxy.

It has been decided that instead of the statement “merger transactions due to acquisitions shall be based on the book values determined on the basis of the balance sheet dated August 31, 2011 and the trial balances of companies that are subject to acquisitions” as stipulated in our special situation announcement on August 26, 2011, the following shall be used:

• The merger transactions of Ideal Gıda Sanayi ve Ticaret A.Ş., Birlik Pazarlama Sanayi ve Ticaret A.Ş. and Fresh Cake Gıda Sanayi ve Ticaret A.Ş. with Ülker Bisküvi Sanayi A.Ş. shall be based on the book values determined on the basis of their balance sheets dated September 30, 2011 and their trial balances.
• For the purpose of transferring its distribution and marketing functions and its relationships with customers without interruption, the merger transactions of Atlas Gıda Pazarlama Sanayi ve Ticaret A.Ş. with Ülker Bisküvi Sanayi A.Ş. have been postponed and shall be on the book values determined on the basis of their balance sheet and the trial balance. This will be for a period to be determined by the Board of Directors.
• By taking the legal recourses on the merger process to the appropriate authorities, the issued capital, the merger ratio and the net assets that are captured in the balance sheet shall be determined by the courts. All related activities shall be executed and completed.

This is an additional disclosure to our special situation announcement dated August 26, 2011 on the acquisition of financial fixed asset and its sale:

The processes of participation in the capital of Ülker Çikolata San. A.Ş. at a ratio of 91.67 percent and the sale of six (6) percent of our shares in G New Inc. ve Godiva Belgium BVBA have been completed.

Mr. Şener Astan is appointed as the Yıldız Holding Baked Goods Vice President, whereas Mr. Dr. Cafer Fındıklıoğlu resigned from his duties due to change in his active role.

This is an additional disclosure to our special situation announcement dated 07.15.2011.

We have applied to the Capital Markets Board of Turkey (CMB) for the approval of the amendment to the Articles of Association for the purposes of:

(a) providing equal benefits to all shareholders by evenly distributing the profit within the framework of compliance with the Corporate Governance Principles; and (b) making the necessary changes in the Articles of Association to cancel 22,171 dividend right certificates with dividend privileges, and to terminate the dividend privileges of Group A and B shares.

Based on the Board resolution, it was decided to sell all of our stakes in PNS Pendik Nişasta A.Ş. within the context of corporate simplification and sold at a value of TL 24.850.000

According to the Board resolution dated on 13.06.2011, Murat Ülker was determined to be the Chairman, Ali Ülker was determined to be the Vice Chairman, whereas Mehmet Tütüncü, Ahmet Özokur, Mahmut Mahir Kuşculu (Independent Member), Cengiz Solakoğlu (Independent Member) and Alain Strasser (Independent Member) were determined to be the members of the board of directors.

• At the voting for the Meeting Council, Mahmut Oltan Sungurlu, Ali Osman Çay and Ilhan Turan Usta were elected unanimously as the President of the Council, Vote Collector and the Clerk respectively.
• The Presidency Council was unanimously authorized to sign the minutes of the meeting.
• The 2010 reports of the Board of Directors and the Board of Auditors were read, discussed and approved with the majority of 14,620,430,121 affirmative votes against 82,416,200 abstaining votes.
• The Independent External Audit Report, which contains the consolidated financial statements for the 2010 accounting period and the related operating results (and which is prepared in accordance with the Capital Markets Board’s (CMB) Communiqué Series: XI, No: 29), was read, discussed and accepted with the majority of 14,620,430,121 affirmative votes against 82,416,200 abstaining votes.
• The 2010 consolidated balance sheet and income statement, which accurately reflect the accounting principles and standards that are specified in the Communiqué Series: XI, No: 29 "Capital Markets Accounting Standards" of the CMB, were read, discussed and accepted unanimously.
• It was unanimously decided that the gross 17,966,877.78 Turkish lira be distributed from the 2010 period profit per the dividend distribution policy as stated in Article 34 of the Articles of Association. Accordingly, it was concluded that the distribution of gross 13,883,685.79 Turkish lira (net 11,801,132.92 Turkish lira) to ordinary shareholders, the distribution of gross 2,450,470.54 Turkish lira (net 2,082,899.96 Turkish lira) to Group “A” and “B” shareholders, and the distribution of gross 1,632,751.45 Turkish lira (net 1,387,813.23 Turkish lira) to registered dividend shareholders be made in exchange for no: 8 dividend right coupons for the registered dividend shares, and 2010 dividend right coupons for “A”, “B”, “C” and “D” group shares on 27 May 2011. Additionally, decisions on the authorization of the company executives for determining other issues that relate to the profit distribution and the retention of 182,340,810.95 Turkish lira (the remaining amount from the 2010 statutory profit after deductions such as taxes) as extraordinary reserves were agreed upon.
• The Board of Directors members did not exercise their voting rights during their individual discharges from liability, but rather they were discharged per the unanimous votes of other shareholders. The auditors were also unanimously discharged from liability as a result of the voting that took place.
• After the reading of their resumes, the following members were elected unanimously for a three-year office term (until the Ordinary General Assembly in three years time): Murat Ülker (TR ID no: 22568125360) based on the declaration of acceptance to Board of Directors membership as certified by T.R. Üsküdar 3 Notary Office, document number 15959 on May 3, 2011; Ali ÜLKER (TR ID no: 49300243588) based on the declaration of acceptance to Board of Directors membership in person during the Ordinary General Assembly; Ahmet ÖZOKUR (TR ID no: 40993549452) based on the declaration of acceptance to Board of Directors membership as certified by T.R. Üsküdar 3 Notary Office, document number 15444 on April 28, 2011; Mahmut Mahir Kuşculu (TR ID no: 35074708712) based on the declaration of acceptance to Board of Directors membership as certified by T.R. Üsküdar 3 Notary Office, document number 15337 on May 5, 2011; Cengiz Solakoğlu (TR ID no: 44551089084) based on the declaration of acceptance to Board of Directors membership as certified by T.R. Üsküdar 3 Notary Office, document number 16445 on May 6, 2011; Mehmet Tütüncü (TR ID no: 26416895382) based on the declaration of acceptance to Board of Directors membership as certified by T.R. Üsküdar 3 Notary Office, document number 15705 on May 2, 2011; and, Alain Strasser (Passport No:09PL96263) who is representing the Dynamic Group Fund based on the declaration of acceptance to Board of Directors membership as certified by T.R. Üsküdar 3 Notary Office, document number 16803 on May 10, 2011. Additionally, it was unanimously decided that each member of the Board of Directors receives monthly gross wages in the amount of 2,450 (two thousand four hundred fifty) Turkish lira. It was also unanimously decided against the payment of any wages those members who also serve in the company’s committees.
• I was decided unanimously to elect Ataman Yıldız (TR Id No: 20644295686) and Nurettin Aliz (TR ID No: 20452390948) as auditors for a one-year term. Both participated in the meeting in-person and had declared their candidacy verbally. The payment of monthly gross wages to each auditor in the amount of the monthly minimum wage accrued at the date of election was also decided unanimously.
• The General Assembly was briefed about the donations and grants in the amount of 540,606.50 Turkish lira made within the year.
  The proxy holders who represent overseas partners that own 82,416,200 shares, stated their abstention on this item.
• In line with the proposal of the Board of Directors, the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of Deloitte Touche Tohmatsu) as the independent external auditing firm for the accounting period between January 1, 2011 and December 31, 2011 was accepted unanimously.
• It was unanimously decided that the members of the Board of Directors were granted the authority with regards to the activities they will perform as per the Articles 334 and 335 of the Turkish Commercial Code (TCC).
• Nobody took the floor during the wishes and requests part and therefore the meeting was concluded.

It has been decided that all shares of BIM Birleşik Mağazalar A.Ş. shall be sold at a unit price of 50.75 Turkish lira and that all registering and processing activities that are related to the sale shall be performed pursuant to article 5, paragraph (e) of the Corporate Income Tax Law (CITL) No. 5520.

2010 ANNUAL ORDINARY GENERAL ASSEMBLY MEETING AGENDA

• Opening and the election of the Presidency Council.
• Giving authorization to the Presidency Council to sign the Minutes of the General Assembly Meeting.
• Briefing and discussion of the 2010 reports of the Board of Directors and the Board of Auditors.
• Briefing and discussion of the 2010 Independent External Audit Report.
• Reading, reviewing and approval of the 2010 Balance Sheet and Profit/Loss Accounts.
• Deciding on the dividend distribution policy proposed by the Board of Directors.
• Discharge from liability of the Board of Directors and Board of Auditors on an individual basis.
• Selecting and determining the tenure and remuneration of the Board of Auditors members pursuant to article 347 of the Turkish Commercial Code.
• Briefing the General Assembly about the donations and grants made during the period.
• Deciding on the independent external audit company proposed by the Board of Directors.
• Granting authority to Board of Directors Members pursuant to articles 334 and 335 of the Turkish Commercial Code.
• Wishes, requests and conclusion.

In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of Deloitte Touche Tohmatsu), which is located at Sun Plaza Dereboyu Sok. No:24 Maslak - İstanbul, has been selected as the company’s independent external auditor for the period between January 1, 2011 and December 31, 2011. This selection has been submitted for the approval of the General Assembly.

Within the context of Serial:IV No:41 of Corporate Governance Principles released by Capital Markets Board and our Board resolution dated on 13.04.2011, Mrs. Hafize Nurtaç Ziyal is appointed as a member of Corporate Governance Committee and Investor Relations department, where Mrs. Didar Sevdil Yıldırım resigned from her duties.

During their session on December 30, 2010, the Board of Directors has decided to purchase plant, machinery, equipment and fixtures of our subsidiary Fresh Cake Gıda Sanayi ve Ticaret A.Ş. for the appraisal value of 33,615,000 Turkish lira, which was indicated in the appraisal report No. 2010/5754 prepared by Elit Gayrimenkul Değerleme A.Ş. on November 24, 2010.

The Board of Directors has decided that:

• A branch shall be opened in the “Gebze Organized Industrial Zone” in order to perform the activities written in the Articles of Association for the purpose of expanding our company’s operations and to manufacture, package and sell cookies and chocolate-covered cookies and wafers.
• The branch name shall be "Ülker Bisküvi San. A.Ş. GOSB Branch”.
• There shall be no capital allocated to the branch and the branch shall be managed with the headquarters’ capital.

Pursuant to the Articles 9.1 and 9.2 of the Share Transfer Agreement with Mondi Packaging Corrugated B.V executed on July 5, 2007, our company shall transfer its 388,733,261 shares equivalent to 1.94% of its 200,000,000 Turkish lira paid-up capital in Tire Kutsan Kağıt ve Ambalaj San. A.Ş. to Mondi Packaging Corrugated BV. The sale price of the shares, the sales process and the date of transfer has been determined by the provisions of articles 9.1 and 9.2 of the Share Transfer Agreement.

After such transfer, our company shall no longer be a shareholder of Mondi Tire Kutsan Kağıt ve Ambalaj San. A.Ş.

In accordance with Capital Markets Board decision of 19/591 dated on 01.07.2010, our interest to issue bonus share is approved and registered in the board.

Today, in various media organizations there were news as Ülker Bisküvi is interested in acquiring UK base United Biscuits. There is no news to be disclosed and shared with the public at this point of time.

As per Board resolution, it was decided to close the loan used for the acquisition of Godiva Belgium BVBA and G New, Inc. prior to its maturity. Remaining loan of USD 172,5 mn will be paid as of June 15th, 2010. In addition to Ülker Bisküvi’s payment, Yıldız Holding and its subsidiaries will also pay earlier then maturity. Originally, the loan was planned to mature on March 13th, 2013.

• At the voting for the Meeting Council, Mahmut Oltan Sungurlu, Musa Doğan and Ilhan Turan Usta were elected unanimously as the President of the Council, Vote Collector and the Clerk respectively.
• The Presidency Council was unanimously authorized to sign the minutes of the meeting.
• The 2009 reports from the Board of Directors and the Board of Auditors were read, discussed and accepted unanimously.
• The Independent External Audit Report, which contains the consolidated financial statements for the 2009 accounting period, and includes the related operating results prepared in accordance with the Capital Markets Board’s (CMB) Communiqué Series: XI, No: 29, was read, discussed and unanimously accepted.
• The 2009 consolidated balance sheet and income statement, which accurately reflect the accounting principles and standards that are specified in the Communiqué Series: XI, No: 29 "Capital Markets Accounting Standards" of the CMB were read, discussed and approved with the majority of 19,998,653,583 affirmative votes, against 46,098,000 abstaining votes.
• It was unanimously decided that the gross 14,000,000 Turkish lira be distributed from the 2009 period profit per the dividend distribution policy, as stated in article 34 of the Articles of Association. Accordingly, it was concluded that the distribution of gross 10,818,329.34 Turkish lira (net 9,195,579.94 Turkish lira) to ordinary shareholders, the distribution of gross
• 1,909,435.13 Turkish lira (net 1,623,019.86 Turkish lira) to Group “A” and “B” shareholders and the distribution of gross 1,272,235.53 Turkish lira (net 1,081,400.20 Turkish lira) to registered dividend shareholders be made in exchange for No: 7 dividend right coupons for the registered dividend shares and 2007 dividend right coupons for “A”, “B”, “C” and “D” group shares on May 31, 2010. Additionally, decisions on the authorization of the company executives for determining other issues that relate to the profit distribution and the retention of 115,773,443.01 Turkish lira (the remaining amount from the 2009 statutory profit after deductions such as taxes) as extraordinary reserves were agreed upon.
• Following Necdet Buzbaş’s resignation, Alain Strasser was temporarily assigned to the vacant member position to complete the remaining term of office. This was carried out in line with article 315 of the Turkish Commercial Code (TCC) and with decision number 557 of the Board of Directors on April 4, 2010. Alain Strasser’s resume was read, and the General Assembly unanimously approved the decision to appoint him.
• Members of the Board of Directors did not exercise their voting rights during their individual discharges from liability, but rather they were discharged per the unanimous votes of other shareholders. The auditors were also unanimously discharged from liability as a result of the voting that took place.
• It was unanimously decided that each member of the Board of Directors receives monthly gross wages in the amount of 2,450 (two thousand four hundred and fifty) Turkish lira. It was also unanimously decided against the payment of any wages to those members who also serve in the company’s committees.
• The election of Ataman Yıldız and Nurettin Aliz (both of who participated in the meeting in-person and declared their candidacy verbally) as auditors for a one-year term, and the payment of monthly gross wages to each auditor in the amount of the monthly minimum wage accrued at the date of election, was unanimously decided.
• The General Assembly was briefed about the donations and grants in the amount of 359,835.48 Turkish lira made within the year.
• In line with the proposal of the Board of Directors, the selection of DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of Deloitte Touche Tohmatsu Limited) as the independent external auditing firm for the accounting period between January 1, 2010 and December 31, 2010 was accepted unanimously.
• It was unanimously decided that the members of the Board of Directors were granted the authority for the activities they will perform as per the articles 334 and 335 of the TCC.
• Taking the floor during the wishes and requests session, Hikmet Vuslat Sümen voiced his request for the appointment of women to the Board of Directors. The meeting adjourned as no other requests were made.

Mr. Cafer Fındıklıoğlu, who is the vice president of Ülker Group Baked Products as well as General Manager of Ülker Biskuvi Sanayi A.Ş., resigned from his General Manager duties. In addition, Mr. İrfan Demiryol, who is the General Manager of Ülker Çikolata Sanayi A.Ş., was appointed as the General Manager of Ülker Bisküvi Sanayi A.Ş. since 02.06.2006.

In the announcement made on 14.04.2010, inadvertently the total amount to be paid to 1 TL nominally valued shares were shared. Please find the accurate table in below.

• Opening and the Election of the Presidency Council.
• Giving authorization to the Presidency Council to sign the Minutes of the General Assembly Meeting.
• Briefing and discussion of the 2009 reports of the Board of Directors and the Board of Auditors.
• Briefing and discussion of the 2009 Independent External Audit Report.
• Reading, reviewing and approval of the 2009 Balance Sheet and Profit/Loss Accounts.
• Deciding on the dividend distribution policy proposed by the Board of Directors.
• Approval of the temporary assignment to the vacant Board of Directors member position, under the same conditions and valid from the date of assignment to the election date of Board of Directors pursuant to article 315 of the Turkish Commercial Code.
• Discharge from liability of the Board of Directors and Board of Auditors on an individual basis.
• Determining remuneration for the Board of Directors.
• Selecting and determining the tenure and remuneration of the Board of Auditors members pursuant to article 347 of the Turkish Commercial Code.
• Briefing the General Assembly about the donations and grants made during the period.
• Deciding on the independent external audit company proposed by the Board of Directors.
• Granting authority to members of the Board of Directors pursuant to articles 334 and 335 of the Turkish Commercial Code.
• Wishes, requests and conclusion.

Our Board of Director has assembled in the headquarters on 14.04.2010 and has taken decisions stated in below.

• Necdet Buzbaş who was the member of board of directors has resigned and the board approved this resignation
• Appointment of Alain Strasser to replace Necdet Buzbaş in the board of directors for the remainder of the period and to be nominated in the first General Assembly.

Our Board of Director has assembled in the headquarters on 31.03.2010 and has taken decisions stated in below.

• In line with the provisions of the Capital Markets Board’s Communiqué on Independent Audits, DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member of Deloitte Touche Tohmatsu), which is located at Sun Plaza Dereboyu Sok. No:24 Maslak - İstanbul, has been selected as the company’s independent external auditor for the period between January 1, 2010 and December 31, 2010. This selection has been submitted for the approval of the General Assembly.
• Within the context of Serial:IV No:41 of Corporate Governance Principles released by Capital Markets Board, Didar Sevdil Yıldırım is appointed as a member of Corporate Governance Committee and Investor Relations department, while paying no additional remunerations for these duties,
• Appointed Halil Cem Karakaş as a member of Audit Committee replacing Musa Doğan, paying no additional remunerations for this duty.

After the successful completion of the negotiations, the Collective Bargaining Agreement has been signed with Öz Gıda İş Sendikası for the period between January 1, 2010 and December 31, 2011.

As such, Ülker Bisküvi San .A.Ş. wages were increased by 7.77 percent, while social assistance has increased by 10.16 percent on the average for the first year of the agreement (January 1, 2010 – December 31, 2010). The parties have agreed to increasing both the wages and the social assistance by the ratio of Consumer Price Index of the previous year based on Turkish Statistical Institute’s (TurkStat) 2003=100 Index for the second year of the agreement (January 1, 2011 – December 31, 2011).

Today, in various media organizations there were news as Ulker has been negotiating with McCormick. The listed Ülker Bisküvi Sanayi A.Ş. does not have any direct relation or interest with the mentioned news.

Negotiations with regards to collective bargaining between our company and Öz Gıda-İş Sendikası for the period between 01.01.2010 - 31.12.2011 started on 19.12.2009.

In accordance with the share transfer agreement with Mondi Packaging Corrugated B.V, which was disclosed to the public in the special situation announcement made on July 6, 2007, our company has transferred the preemption rights of its shares with a nominal value of TL 3,887,332.60, which were acquired during a capital increase through rights issues carried out by Tire Kutsan Kağıt ve Ambalaj San. A.Ş.. Mondi Packaging Corrugated BV shall use the participation of these shares in the capital increase through rights issues.

Semih Atalay who has been a member of Corporate Governance Committee has resigned from his duties in the Corporate Governance Committee.

Our Board of Director has assembled in the headquarters on 21.08.2009 and has taken a decision stated in below.

Within the context of Corporate Governance Principles which was released by Capital Markets Board and The Company’s Articles Of Association, it was determined to establish a Risk Committee, and appoint Necdet Buzbaş (Committee President), who is the member of the board of directors and Mahmut Mahir Kuşçulu (Committee Member), who is also the member of the board of directors and not pay any additional remuneration for these duties.

It was decided to sell 163.069.361 shares corresponding to 12.45% stake in Netlog Lojistik Hizmetleri A.Ş. In case any development occurs, further information will be provided.

Today, in various media organizations there were news as Ulker is having a Greenfield investment in baby food business with an initial capital of TL 20 mn. The listed Ülker Bisküvi Sanayi A.Ş. does not have any direct relation or interest with the mentioned news, whereas the news was originally referring Yıldız Holding A.Ş. and its subsidiaries.