In the first meeting of the members of the Board of Directors who were appointed in the Extraordinary General Assembly dated 28 September 2005 and who took office after taking oath resolved as follows:
Rüsdü Saraçoglu is appointed as Chairman, Andrea Moneta is appointed as Vice Chairman of the Board. Federico Ghizzoni and Dr. F.Füsun Akkal Bozok are appointed to the Independent Audit Committee. To be able to appoint S. Kemal Kaya as General Manager who will replace the resigning General Manager Osman Reha Yolalan, an application shall be filed with the BRSA and appointment of Mr. Kaya shall be effective at the end of the 7 working days unless BRSA objects to such appointment. It is decided to enter in the Turkcell Option Agreement, Pledge Agreement, Çukurova Group Loan FRA Amendment Agreement, Non Core Assets Option Agreement, Share Purchase Agreement, YKB Plaza Sale Agreement to sell Yapi Kredi Plaza A Blok 15,16,17 and 18. floors and Yapi Kredi Plaza E Block , A-Tel Option Agreement, Superonline Amendment Agreement, Advertising Agreement.
Information on the agreements resolved to be executed by the Board on 28 September 2005 is set forth below:
1) Pursuant to the Çukurova Group Loan FRA Amendment Agreement parties agreed that considering that a substantial part of the Çukurova Group loan shall be repaid, taking into account commercial terms, repayment schedule, the credit performance, and also taking into account base of the commercial terms under the Istanbul Approach, a discount rate of approximately 15% is to be made subject to such early repayment being made by Çukurova Group for the loan debt of the Group owed to YKB. Accordingly, on the same day Çukurova Group made a repayment of principal for USD 930,092,413 and of interest for USD 80,664,129 to be reduced from their FRA loan debt and a subsequent loan discount of USD 303,831,442 has been made.
2) According to the Non Core Assets Option Agreement, parties agreed that certain non-core assets of YKB become subject to an option to purchase that can be exercised during a period of 6 years following the share transfer. In case of a sale of such assets to third parties at a price above the discounted value, 57.4% of the delta between the onward sale price and the discounted value that has been taken into account in the sale of YKB shares shall be applied for repayment of the Çukurova loan debt owed to YKB.
3) Parties agreed in the YKB Plaza Sale Agreement that Yapi Kredi Plaza A Blok 15,16,17 and 18. floors and Yapi Kredi Plaza E Blok owned by YKB at the region of Istanbul, Levent shall be sold to Çukurova. Process for transfer of such real estates has been started and consideration for such transfer of USD 13,995,820 has been paid.
4) According to the Superonline Amendment Agreement, YKB and Superonline Uluslararasi Elektronik Bilgilendirme Telekomünikasyon ve Haberlesme Hizmetleri A.S. agreed to extend the current contracts at market conditions.
5) Pursuant to the Advertising Agreement, parties agreed that YKB and its subsidiaries shall give advertising via Çukurova media companies over the five years following share transfer for a yearly amount of 15 million Euro, 50% of which shall be used for the repayment of the Group loan.
6) In the Turkcell Option Agreement, parties agreed that a call option is to be granted for a period of 12 months to Çukurova Holding A.S. or one of its designated affiliate to purchase Turkcell Iletisim Hizmetleri A.S. and Turkcell Holding A.S. shares owned by YKB at a price to be calculated over the market price.
7) According to the Pledge Agreement, parties agreed on restructuring the current collateral arrangements following the payments to be made under the Çukurova FRA Loan Amendment Agreement to provide a loan/collateral balance. Taking into account the payment that has been made, 92,744,367 Turkcell Iletisim and 44,764,112 Turkcell Holding shares are released.
8) In the Share Purchase Agreement, parties agreed that Digiturk and Fintur, non-financial subsidiaries of YKB are sold over the book value as at 31.12.2004 and Superonline sold for 7,500,000 Euro.
9) According to A-Tel Option Agreement, Çukurova shall have a call option for a period of 2 years to buy A-Tel Pazarlama ve Servis Hizmetleri A.S. shares owned by YKB representing 50% at a price of 150 million USD; if Çukurova does not exercise the call option in two years then YKB shall have a put option for a period of 3 months to sell such shares over the same price. As collateral for the A-tel Option Agreement, Genel Sigorta A.S. shares representing %32 of its share capital are pledged to YKB.
Yapı Kredi / 29 Sep 2005