2002 Annual Report - Turkish Airlines

2002 • 51TURKISH AIRLINES INC.NOTES TO THE FINANCIAL STATEMENTS(Unless otherwise is stated TL amounts are in Million TL, foreign currency amounts appear in full)1- Türk Hava Yollar› Anonim Ortakl›¤› (the Company) was incorporated in 1933 in the name ‘Hava Yollar› Devlet ‹flletmesi’ for domestic and internationalair transportation of passengers and cargo and to provide related services, purchase, maintenance and warehousing. The Company acquired (K‹T) StateEconomic Enterprise Status according to article number 233 dated June 8, 1984. It was resolved that the Company be privatized based on the decision ofthe Council of Ministers dated August 22, 1990 numbered 90/822 in accordance with law 3291.2- Shareholders of the Company with 10% or more shareholdings are as follows:ShareShareAmount Amount ShareName % 31.12.2002 31.12.2001Republic of TurkeyPrivatization Administration 98.17% 171,788,948 171,788,948Shares amounting to TL 1,644,075 (Full) belonging to various private shareholders were not taken into consideration when the Company was takeninto the privatization program with Law 233 in 1984. Subsequently, these shares were registered under the Privatization Administration according tothe Company’s articles of association, which was approved by decision 90/18 of the Turkish Republic Supreme Planning Council on October 30, 1990,following the inclusion of the Company under Law 3291.3- The main agreement of the Company has been amended in Extraordinary Shareholders Meeting held on January 17, 2003.One C privilege share has the following privileges, described in the main agreement of the Company:Main Agreement Article 7: The Directors elected to represent C shareholders should have an affirmative vote for recording of transfer of ordinary shareson the share register.Main Agreement Article 10: The Board of Directors of the Company consists of seven members of which one member has to be nominated by the classC shareholder.Main Agreement Article 14: The following Board of Directors' decisions are subject to the class C Shareholder’s affirmative vote:- Taking decisions that are determined in the Main Agreement article 3.1. to have direct adverse affects- Suggesting a change in the Main Agreement in the Shareholders Meeting- Increase in the share capital- Registration of the transfer of the shares issued to name in the ‘Register of the Company’- Making contractual agreements that exceed 5% of the total assets figure stated in the last annual financial statements which is presented to CapitalMarkets Board and making any transactions that will make the Company directly or indirectly liable (this clause will be automatically terminated whenthe shares held by Turkish State in the Company falls below 20%).- Making decisions on merger with other companies and litigation of the Company.- Making decisions towards the closing of routes or significantly decreasing the number of flights except cases where market conditions require or closingof certain routes which do not even recover their operational costs.Main Agreement Temporary Article 1: The Company’s members of the Board of Directors, auditors and general manager are assigned by an instructionof the Turkish Republic Privatization Administration and the approval of the Prime Ministry until the Company’s shares held by Turkish State are below50%.4- The registered capital limit of the Company is TL 500,000,000 (2001: TL 500,000,000).5- There is no capital increase during the current period.6- There are no securities issued during the period.