GSD Grubu Şirketlerindeki Gelişmeler

The News from Group Companies
The Change of Company Name of Tekstil Finansal Kiralama A.Ş. (Tekstil Finance Lease Inc.) to
“GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine Property Construction
Industry and Trade Inc.)” and the Change of its Business Activity
The Extraordinary General Assembly of Tekstil Finansal Kiralama A.Ş. (Tekstil Finance Lease Inc.) decided to
change the company name as GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine Property
Construction Industry and Trade Inc.) and the main business activity of the Company from finance lease to
marine freight transportation and determine the business name as GSD Marin (GSD Marine) on 24 August 2011.
The related amendments to the articles of association of the Company regarding the change in the name and
main business activity of the Company were registered in trade registry on 26 August 2011. The main business
activity of the Company is still finance lease since the Company continues to collect the payments arising from
the outstanding finance lease contracts and has not yet started its new business activity as at 30 June 2012.
The Ship Purchase of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine
Property Construction Industry and Trade Inc.)
The Board of Directors of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. has decided to sign an
agreement with a shipyard in order to purchase 2 newly constructed dry bulk carrier ships with 35,000 – 40,000
dwt transportation capacity which will be constructed in a shipyard placed in South Korea and will be delivered in
2013 for the amount of maximum USD 55,000,000 including additional technical features and enhancements; to
negotiate the required loan contracts for funding; to authorize two of the board members in order to sign the
mentioned agreements and to submit these decisions to the approval of the shareholders in the first planned
general meeting in order to ensure the execution of the above mentioned board decision within the scope of
significant transaction in accordance with the CMB’s Communiqué Serie:IV No:56-57 the Determination and
Implementation of the Corporate Governance Principles and the CMB’s permits No: 752-3071 dated 14 March
2012. The extraordinary general assembly meeting of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş.
held on 10 April 2012 has approved the mentioned decision of the board of directors and the Company has made
a ship building agreement with Hyundai Mipo Dockyard Co. Ltd. on the same date pursuant to the authority
granted by the approval of the general assembly of the board decision within the scope of significant transaction
for the construction of 2 newly constructed dry bulk carrier ships with 39,000 dwt transportation capacity which
will be delivered in June 2013.
The Purchase of Shares of Tekstil Bankası A.Ş. (Tekstil Bank Inc.) by GSD Dış Ticaret A.Ş. (GSD
Foreign Trade Inc.) and GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine
Property Construction Industry and Trade Inc.)
GSD Dış Ticaret A.Ş. purchased A Group shares of Tekstil Bankası A.Ş. with a nominal value of TL 4,206 for TL
2,772 between 15 August 2011 and 18 August 2011 in Istanbul Stock Exchange and increased its direct share
holding in Tekstil Bankası A.Ş. from zero to TL 4,206 and 1.00%. GSD Denizcilik Gayrimenkul İnşaat Sanayi ve
Ticaret A.Ş. purchased A Group shares of Tekstil Bankası A.Ş. with a nominal value of TL 150 for TL 107 on 16
September 2011 in Istanbul Stock Exchange and increased its direct share holding in Tekstil Bankası A.Ş. from
zero to TL 150 and 0.04%. As a result of these share purchases, the share holding in Tekstil Bankası A.Ş. owned
by GSD Holding A.Ş. increased from zero to 1.02% indirectly and from 75.00% to 76.52% directly and indirectly.
The Group’s shareholding in Tekstil Bankası A.Ş. owned directly and indirectly by GSD Holding A.Ş. was
consolidated in the consolidated financial statements of the Group as of 31 December 2011.
The sale of shares of Tekstil Finansal Kiralama A.Ş. (Tekstil Finance Lease Inc.) by GSD Dış
Ticaret A.Ş. (GSD Foreign Trade Inc.)
GSD Dış Ticaret A.Ş. sold out its 1.56% shares of C Group in Tekstil Finansal Kiralama A.Ş., whose name was
changed to GSD Denizcilik Gayrimenkul İnşaat San. ve Tic. A.Ş. being registered in the trade register on 26
August 2011, with a nominal value of TL 469 between 23 February 2011 and 8 March 2011 for TL 1,239 in
Istanbul Stock Exchange.
The Dissolution of Euro Textile International Banking Unit Limited
The Extraordinary General Assembly of The Euro Textile International Banking Unit Limited resolved on the
dissolution of the Company and its deregistration from trade registry due to the decrease in the activities of the
Company over time on 4 November 2010. The notice of deregistration of the Company from trade registry on 1
July 2011 was published in the Official Gazette of the Turkish Republic of Northern Cyprus on 18 July 2011 and
the Company distributed its surplus assets to its shareholders and was closed on 22 July 2011.
The Dissolution of GSD International Limited
GSD International Limited applied for dissolution to the Companies Registry of Isle of Man on 26 August 2011
and distributed its surplus assets to its only shareholder, GSD Yatırım Bankası A.Ş., on 11 November 2011. GSD
International Limited was dissolved on 24 November 2011, which is the date of the notice of of dissolution
published by the Companies Registry of Isle of Man after the distribution of surplus assets.
The Dissolution of Tekstil Bilişim Hizmetleri ve Ticaret A.Ş. (Tekstil Information Technology
Services and Trade Inc.)
The Ordinary General Assembly of Tekstil Bilişim Hizmetleri ve Ticaret A.Ş. for the year 2010 resolved on the
dissolution of the Company due to the decrease in the activities of the Company, on 21 March 2011. The
resolution initiating the liquidation of the Company has been registered in the trade register on 28 March 2011.
The phrase “in liquidation” has been added to the Company’s name. The 3rd announcement which starts the 1
year’s period for any person to lodge an objection to the dissolution of the Company has been issued in the
Turkish Trade Registry Gazette dated 20 April 2011 and registered in trade register on 25 May 2012.
The Change of Area of Activity of GSD Dış Ticaret A.Ş. (GSD Foreign Trade Inc.)
The Board of Directors of GSD Dış Ticaret A.Ş. resolved to terminate the by-pass export activities of the
Company after reevaluating the efficiency in this area of activity due to the loss of feasibility of by-pass export
activities arising from the decrease in rights and benefits provided for foreign trade intermediary companies within
the scope of current legislation and to study on the evaluation of new activity areas in order to increase the
profitability on 27 June 2012.