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In its meeting dated 27.04.2006 our Board of Directors resolved with unanimous decision of the attendees that "Based on the Company's 2005 calendar year operations, the Annual Ordinary General Assembly is to be held on 15th May 2006 Monday at 14:00 at the address “Esentepe Mahallesi, AnadoluCaddesi No:3 Kartal/İstanbul” with the agenda set forth below, the related announcement is to be made and all the necessary steps to be taken as required by the Turkish Commercial Code, the Articles of Association as well as other related regulations to materialize and finalize the meeting.”

Annual Ordinary General Assembly Agenda

1. Election of the Board of the Assembly and authorization of the Board of the Assembly to sign the Minutes of the Meeting on behalf of the General Assembly.

2. Reading out and discussion of the reports of the Board of Directors, Board of Auditors and the Independent External Audit Company

3. Reading out and discussion of the Consolidated Income Statement and Balance Sheet for 2005 calendar year prepared in accordance with International Financial Reporting Standards [as per the regulations of CMB]

4. Decision on the distribution of profits

5. Approval of the new members of the Board of Directors in place of those who resigned

6. Determination of the terms of office of the members of the Board of Directors and the Board of Auditors

7. Decision on the change of the Company’s Articles of Association according to the attached draft amendment as per the approval of Capital Markets Board and Ministry of Industry and Trade.

8. Election of the new members of the Board of Directors in place of those whose terms of office have expired and determine the terms of office and renumeration

9. Election of the new members of the Board of Auditors in place of those whose terms of office have expired and determine the terms of office and remuneration.

10. Information to be given to the shareholders on the donations made by the Company in 2005

11. Authorization of the members of the Board of Directors as per Articles 334 and 335 of the Turkish Commercial Code.

12. According to the Capital Markets Board communiqué regarding “External Independent Audit”, the approval for the selection by the Board of Directors of the external audit company.

Old Version

New Version

OBJECTIVES AND FIELDS OF BUSINESS :

ARTICLE 4 : The Company has been founded for the following purposes :

OBJECTIVES AND FIELDS OF BUSINESS :

ARTICLE 4 : The Company has been founded for the following purposes :

(a) To manufacture malt and beer, and to this end, to produce, manufacture and sell beer yeast, malt extract, pulp, carbon dioxide, ice and other beverages, edible barley and other by-products, and plastic beer and beverage crates and other plastic materials and items, and to import and export all and any commercial and industrial products and materials in strict compliance with the applicable laws and regulations. (a) To manufacture malt and beer, and to this end, to produce, manufacture and sell beer yeast, malt extract, pulp, carbon dioxide, ice and other beverages, edible barley and other by-products, and plastic beer and beverage crates and other plastic materials and items, and to import and export all and any commercial and industrial products and materials in strict compliance with the applicable laws and regulations.
(b) To establish, own, lease and operate factories and plants for the above outlined purposes. (b) To establish, own, lease and operate factories and plants for the above outlined purposes.
(c) To establish, own, lease and operate cold stores and to engage in storage and warehousing business. (c) To establish, own, lease and operate cold stores and to engage in storage and warehousing business.
(d) To open and operate stores, shops and sales outlets for sale of its products, and promote and advertise its products. (d) To open and operate stores, shops and sales outlets for sale of its products, and promote and advertise its products.

The Company may found new companies or acquire shares in the existing companies, either local or foreign, active in the same fields of business with the Company or engaged in other fields of business.

The Company may purchase, hire, lease, sell or otherwise dispose of all types of real and personal properties, also including ships, for its own objectives and within its fields of business. The Company may purchase and sell or otherwise trade all types of stock certificates, bonds, debentures and other securities, and may pledge or otherwise encumber them, providing, however, that it does not ever deal with brokerage and securities portfolio management businesses.

Subject to making the required disclosures upon demand of the Capital Markets Board with a view to informing the prospective investors, the Company may establish mortgages on its own real properties and ships as a security for repayment of its own debts or the debts of third persons, and likewise, the Company may pledge its personal properties as a security for repayment of its own debts or the debts of third persons, and may restrict its properties with commercial enterprise pledges, and may accept pledges in favor of the Company. The Company may give or receive all types of cash or non-cash guarantees and sureties in favor of third natural or legal persons. The Company may further give or receive all types of personal guarantees or guarantees in kind, and may take all actions in relation therewith, for the purpose of securitization and collection of its receivables, claims and rights.

With the intention of procuring a continuous, cost-efficient and regular supply of electrical energy for use in production of its products, and of vapor heat energy required in the production process, for its own objectives and within its own fields of business, the Company may build, establish, operate and run complete co-generation power plants, together with their accessories, and may sell the surplus energy generated therein, and may participate in auto-producer companies dealing with generation of energy, providing, however, that it does not ever deal with brokerage and securities portfolio management businesses.

If at any time it is deemed useful for the Company to enter into any sector or industry other than the above listed fields of business, the Company may engage in such other fields of business by a decision of its General Assembly of Shareholders upon a proposal of the Board of Directors. However, such a decision requires an amendment to this Articles of Association and it is subject to approval, registration and announcement pursuant to the relevant provisions of the Turkish Commercial Code and the Capital Markets Law.

The Company may found new companies or acquire shares in the existing companies, either local or foreign, active in the same fields of business with the Company or engaged in other fields of business.

The Company may purchase, hire, lease, sell or otherwise dispose of all types of real and personal properties, also including ships, for its own objectives and within its fields of business. The Company may purchase and sell or otherwise trade all types of stock certificates, bonds, debentures and other securities, and may pledge or otherwise encumber them, providing, however, that it does not ever deal with brokerage and securities portfolio management businesses.

Subject to making the required disclosures upon demand of the Capital Markets Board with a view to informing the prospective investors, the Company may establish mortgages on its own real properties and ships as a security for repayment of its own debts or the debts of third persons, and likewise, the Company may pledge its personal properties as a security for repayment of its own debts or the debts of third persons, and may restrict its properties with commercial enterprise pledges, and may accept pledges in favor of the Company. The Company may give or receive all types of cash or non-cash guarantees and sureties in favor of third natural or legal persons. The Company may further give or receive all types of personal guarantees or guarantees in kind, and may take all actions in relation therewith, for the purpose of securitization and collection of its receivables, claims and rights.

In compliance with the applicable rules and regulations governing the electricity market, with the intention of supplying the electric and thermal energies under an auto production licence mainly for its own operations, the Company may build a production plant, produce electric and thermal energy, in case of surplus, it may sell the surplus energy to other real persons or corporate bodies, and it may procure every kind of equipment and fuel, as long as it does not involve commercial purposes.

List of attendees
Minutes of the meeting
 
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