Board of Directors' decision
In the Board of Directors' Meeting held on February 28, 2002;
In context of Çukurova Group's restructuring its investments in telecommunications and technology sectors;
It was decided to commence the necessary studies to transfer our Bank's shares in Fintur Holding B.V (with total share capital of 540 million Euro) of 75,090,128 Euro nominal value (13.91%) to Sonera Holding B.V and Turkcell İletisim A.S. and in addition together with Çukurova Group to acquire the shares of the technology companies of Fintur Holding B.V, namely Topaz Telekomünikasyon Yayıncılık Reklamcılık Sanayi ve Ticaret A.S., Mobicom Bilgi İletisim Hizmetleri A.S., Superonline Uluslararası Elektronik Bilgilendirme ve Haberlesme Hizmetleri A.S., European Telecommunication Holding E.T.H. A.G., Verinet Uydu Haberlesme Sanayi ve Ticaret A.S., Digital Platform İletisim Hizmetleri A.S., Digital Hizmetler Pazarlama A.S. and Fintur Technologies B.V., from Fintur Holding B.V.. Regarding this, Mr. Osman Berkmen and Mr. Alp Naci Sığın were authorized to sign all agreements including the letter of intent, memorandum of understanding and the final documents.
Finalization of all of the above mentioned transactions is subject to regulatory as well as other necessary approvals, the results of due diligence and third party valuation and the signing of the definitive documents. Dependent on these, it is intended to finalize the transaction in the first half of 2002.
In context of this decision of the Board of Directors', the letter of intent was signed as of today. Accordingly, the net cash flow to our Bank as a result of these transactions is expected to be not less than $ 65 million and consequently the resulting gain is expected to be approximately 1.4 trillion Turkish Lira.
Please note that our Bank's interest in the international telecommunications companies under Fintur Holding B.V. will continue indirectly as a result of our ownership in Turkcell İletisim Hizmetleri A.S.
Yapı Kredi / 28 Feb 2002