| CAPITAL:
Article 7: The Company has accepted the registered
capital system in accordance with the provisions
of the 2499 Capital Markets Law, and has shifted
to this system by a permission, ref. 308, dated
25.06.1992, of the Capital Markets Board. Registered
capital of the Company is TL 200,000,000,000,000.-
(two hundred trillion TL).
The issued and fully paid capital of the Company
is TL 112,876,818,269,000 (hundred-twelve trillion
eight hundred and seventy-six billion eight hundred
and eighteen million two hundred and sixty-nine
thousand Turkish Lira), divided into a total of
112,876,818,269 (hundred-twelve billion eight
hundred and seventy-six million eight hundred
and eighteen thousand two hundred and sixty-nine)
shares each with a nominal value of TL 1,000.
Out of this capital:
(a) TL 125,177,700,000 (one hundred and twenty-five
billion one hundred and seventy-seven million
seven hundred thousand Turkish Lira) has already
been paid in cash and in full by the shareholders;
(b) TL 12,752,524,624,988 (twelve trillion seven
hundred and fifty-two billion five hundred and
twenty-four million six hundred and twenty-four
thousand nine hundred and eighty-eight Turkish
Lira) has been paid through the revaluation fund
formed by capitalization of the fixed assets pursuant
to the repeated Article 298 of the 213 Tax Procedures
Code and the temporary Article 11 of the same
Code revised by the Laws 2791 and 3094;
(c) TL 51,015,402,327,230 (fifty-one trillion
fifteen billion four hundred and two million tree
hundred and twenty-seven thousand two hundred
and thirty Turkish Lira) has been financed by
capitalization of the subsidiaries and affiliates
revaluation fund pursuant to the repeated Article
298 of the 213 Tax Procedures Code and the temporary
Article 11 of the same Code revised by the Laws
2791 and 3094;
(d) TL 5,284,111,183,305 (five trillion two hundred
and eighty four billion one hundred and eleven
million one hundred and eighty-three thousand
three hundred and five Turkish Lira) has been
financed by capitalization of the proceeds of
sale of the subsidiaries of the Company pursuant
to the temporary Article 10 of the 5422 Corporate
Tax Code revised by the Law 3332 and the temporary
Article 23 of the same Code revised by the Law
4108;
(e) TL 1,100,545,052,459 (one trillion one hundred
billion five hundred and forty-five million fifty-two
thousand four hundred and fifty-nine Turkish Lira)
has been financed by capitalization of the proceeds
of sale of the real properties of the Company
pursuant to the temporary Article 10 of the 5422
Corporate Tax Code revised by the Law 3332 and
the temporary Article 23 of the same Code revised
by the Law 4108;
(f) TL 823,210,075,356 (eight hundred and twenty-three
billion two hundred and ten million seventy-five
thousand three hundred and fifty-six Turkish Lira)
has been financed by capitalization of the extraordinary
reserve funds of the Company;
(g) TL 2,346,759,849,234 (two trillion three
hundred and forty-six billion seven hundred and
fifty-nine million eight hundred and forty-nine
thousand two hundred and thirty-four Turkish Lira)
has been financed by capitalization of emission
premiums of the Company;
(h) TL 26,345,350,063,428 (twenty-six trillion
three hundred and forty-five billion three hundred
and fifty million sixty three thousand four hundred
and twenty-eight Turkish Lira) has been financed
by capitalization of the cost increase fund of
the Company; and
(i) the balance of TL 13,083,737,393,000 (thirteen
trillion eighty-three billion seven hundred and
thirty-seven million three hundred and ninety-three
thousand Turkish Lira) has been financed through
acquisition of Ege Biracılık ve Malt Sanayii Anonim
Şirketi, a company registered in İzmir Trade Registry
with Bornova 604/K 302 trade registry number,
and of Güney Biracılık ve Malt Sanayii Anonim
Şirketi, a company registered in Adana Trade Registry
with 1152 trade registry number, and of Anadolu
Biracılık Malt ve Gıda Sanayii Anonim Şirketi,
a company registered in Çumra Trade Registry with
1432 trade registry number, as a whole, i.e. together
with all of their assets, liabilities, rights
and obligations, by the Company and through merger
with such companies, pursuant to the provisions
of Article 451 of the Turkish Commercial Code
and Articles 37, 38 and 39 of the Corporate Tax
Code, and in reliance upon Expertise Survey Report,
ref. 1999/4095, dated 4 April 2000, issued upon
order of the Istanbul 4th Commercial Court of
First Instance, and in accordance with the principles
set forth in the Merger Agreement approved by
the general assemblies of shareholders of all
of the merging companies.
The Company will issue and allocate new shares
to the existing shareholders of all of the merging
companies in return for their existing shares
in accordance with the principles set forth in
the Merger Agreement.
The Company will be liable for all debts and
obligations of the merging companies, and will
separately manage the assets and properties of
the merging companies until all of such debts
and obligations are paid or settled.
All of 112,876,818,269(hundred-twelve billion
eight hundred and seventy-six million eight hundred
and eighteen thousand two hundred and sixty-nine)
shares representing the issued capital of TL 112,876,818,269,000
(hundred-twelve trillion eight hundred and seventy-six
billion eight hundred and eighteen million two
hundred and sixty-nine thousand Turkish Lira)
are bearer shares.
In conformity with the pertinent provisions of
the Capital Markets Law, the Company is authorized
to increase its issued capital by issuing new
registered or bearer shares and to combine the
share certificates in the form of denominations
representing more than one share, up to the registered
capital ceiling. In capital increases financed
by internal sources and funds of the Company,
new shares shall be allocated to the existing
shareholders pro rata their shares in the capital.
ISSUANCE OF SHARE CERTIFICATES:
Article 11: The Company's issued capital of TL
112,876,818,269,000 (hundred-twelve trillion eight
hundred and seventy-six billion eight hundred
and eighteen million two hundred and sixty-nine
thousand Turkish Lira) has been divided into a
total of 112,876,818,269 (hundred-twelve billion
eight hundred and seventy-six million eight hundred
and eighteen thousand two hundred and sixty-nine)
shares, each with a nominal value of TL 1,000,
and distribution of the share certificates representing
these shares is as shown below:
Rank of Shares Type of Shares Total Value (TL)
11 Bearer 25,083,737,393,000
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CAPITAL:
Article 7: The Company has accepted the registered
capital system in accordance with the provisions
of the 2499 Capital Markets Law, and has shifted
to this system by a permission, ref. 308, dated
25.06.1992, of the Capital Markets Board. Registered
capital of the Company is YTL 900,000,000.- (nine
hundred million YTL).
Company's issued capital of YTL 112,876,818.27
(hundred-twelve million eight hundred and seventy-six
thousand eight hundred and eighteen new Turkish
liras and twenty seven kuruş) is fully paid free
of collusion.
Issued capital of YTL 112,876,818.27 is divided
into 112,876,818.27 bearer shares each with YTL
1 nominal value.
As per the law no: 5274 regarding Amendments
to the Turkish Commercial Code, nominal value
of shares is changed to YTL 1 from TL 1,000. Due
to this change, total number of shares has decreased
and one share of YTL 1 will be given in exchange
for 1,000 shares of each TL 1,000. Rights of the
shareholders due to ownership of the shares are
reserved regarding this change.
In conformity with the pertinent provisions of
the Capital Markets Law, the Company is authorized
to increase its issued capital by issuing new
bearer shares up to the registered capital ceiling.
In capital increases financed by internal sources
and funds of the Company, new shares shall be
allocated to the existing shareholders pro rata
their shares in the capital.
Shares representing the capital are monitored
on registered basis as per registry principles.
ISSUANCE OF SHARE CERTIFICATES:
Article 11: Abrogated.
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