2 nd South Eastern Europe Corporate Governance Roundtable May 2002 İstanbul Arıl SEREN Istanbul Stock Exchange Senior Vice-Chairman

The Respective Roles and Powers of Stock Exchanges and Securities Commissions in Enforcing Good Disclosure

COMMUNIQUE ON PRINCIPLES REGARDING PUBLIC DISCLOSURE OF MATERIAL EVENTS

Changes in Capital Structure and Control of the Corporation Purchase, Sales and Lease of Fixed Assets Changes in Operations of the Corporation Changes in Investments of the Corporation

Changes in Financial Structure of the Corporation Changes Regarding Participations and Joint Ventures Changes Regarding Administrative Issues Other Changes

CAPITAL MARKETS BOARD DECREE ON DISCLOSURE Scope and Features of the Statement for Material Events

CompleteComplete Brief Plain Clear Sufficient Direct

CAPITALMARKETS BOARD DECREE ON DISCLOSURE CAPITAL MARKETS BOARD DECREE ON DISCLOSURE Statements about material events shall not be : wrong misleading without support exaggerated incomplete and shall not insinuate wrong ideas about the current situation of the corporation

CAPITAL MARKETS BOARD DECREE ON DISCLOSURE...Continued  If there are uncertainties with respect to  the amount  total value  or transaction although disclosure has become necessary; an announcement shall be made, indicating such uncertainties and the anticipated date and conditions for the elimination thereof.

CAPITAL MARKETS BOARD DISCLOSURE Capital Markets Law Articles 45, 46, 47 and 48 authorizing Capital Markets Board for supervision and enforcement including various penalties and legal action.

ISTANBUL STOCK EXCHANGE REGULATIONS

LISTING REGULATION –Delisting of a company (violation of disclosure requirements) –Obligation to disclose material events –ISE GENERAL REGULATIONS –Trading Halts –ISE Bulletin

ISTANBUL STOCK EXCHANGE REGULATIONS –ARTICLE 16/d : Delisting of a company in case of violation of disclosure requirements Failure to disclose all information that may influence the decisions of the investors, via the fastest channels of communication –ARTICLE 18/A : Obligation to disclose material events Companies traded on the ISE are obliged to disclose all material events to the ISE by the fastest means of communication, including financial statements and special situations as determined by the CMB’s comminuques and other information required by the ISE

DISCLOSURE FLOW CHART Data Vendors Press ISE Data + Info Feed Material Information Periodic ReportsPrice Sensitive Info. ISE Chairman&CEO Letter, Document, Fax, e-signature Evaluation and Statistics Department Listing Department Daily Bulletin ISE Web Site Trading Floor

Framework for Sanctions in Disclosure Additional disclosure requirements Notification to CMB Regulatory Actions Failure of disclosing material information on time ISE discloses the information to public Written explanation to ISE ISE requests explanation for causes of late disclosure Delisting (temp./per.) Warning & publication in ISE daily bulletin Suspension of trading

Sample Cases –A company has failed to disclose information on time regarding a debt agreement made with the financial institutions. ISE has warned the company in written and disclosed information about the case in the ISE Official Daily Bulletin. (CMB’s Comminique Article 3/E-b, 7 and 8) –A company which was late in disclosing information related to the decision of the Board of Directors concerning distribution of dividends was warned in written by the ISE. The ISE published the case in the ISE Official Daily Bulletin. –A company that did not disclose information about its financial position and its liabilities to banks and other financial institutions was warned by the ISE. The ISE required the company to disclose additional information on debt amounts, off-balance sheet liabilities, sales and production figures etc. on a monthly basis.