Shareholders Relations is maintained by our Budget, Reporting, Investor and Affiliate Relations Department. The department has undertaken company responsibilities for Capital Market Board (SPK), Istanbul Stock Exchange (İMKB) to handle shareholders’ transactions at capital increase, dividend disbursement, exchange of shares, to follow operations with stock broker, reply and inform shareholders’ written and verbal requests. The list of responsible employees and their contact information is as follows:

Name	Title	Phone	E-mail
Necmettin Öner Müdür	Manager	0 212 376 50 27	mnoner@gubretas.com.tr
Alp Par Uzman Yardımcısı	Assistant Expert	0 212 376 50 09	apar@gubretas.com.tr

Whole written and verbal information requests from the shareholders are replied. Also information related to shareholders and investors has been announced through the Internet and newspapers in accordance with Turkish Trade Law and Capital Market Code. There is no clause about assigning a special auditor in the articles of association and we have not received any request from investors on this subject.

General Assembly Meetings of the company shareholders are held in accordance with the Turkish Trade Law and Capital Market Code. There is no problem for attendance quorum be cause as main shareholders’ participation rate is 75,95 % Company’s issued stocks are b earer share therefore general assembly meeting invitations are made through press. But annual report is made available at the company head office 15 days prior to the general assembly meetings for Shareholders’ inspection. During the general assembly meeting, shareholders are asked if they have a say on the article discussed before the voting takes place. At the ‘wishes and recommendations’ session of the meeting, questions of the participants are answered by the company authorities on the matters discussed. During discussion of articles proposals are given to the Meeting Administrator by shareholders. After voting these proposals are executed by entering them in the minutes. The minutes of general assembly meetings are accessible to shareholders at head office of company.

There are no privileged rights on voting because there is no preferential stock issued.

There are no privileged rights on distribution of dividends in the company. Distribution of dividends are completed within official period in accordance with Capital Market Law and Turkish Trade Law.

There is no clause that restricts transfer of shares in articles of association of the company.

In terms of informing investors, our company acts within the framework of the present legislations.

The company has announced 15 material disclosures according to CMB regulations during the year. Disclosures have been announced in legal period. The company’s issued shares have not listed in foreign stock exchanges.

The company has a website on www.gubretas.com.tr. All information mentioned in Capital Market Board Corporate Governance Principles are provided in the company’s website.

The company’s main shareholder which owns 75,95 % of shares is Agricultural Credit Cooperatives Central Union which is top union of Agriculture Credit Cooperatives that consisted of 1.15 million farmer shareholders.

There is no such list has been formed in the company and nothing has been disclosed to public on this matter.

Gübre Fabrikaları T.A.Ş. provides guarantee in order to protect the interests of the parties and investors who are involved in the process of reaching Gübretaş’ goals, whether their rights are protected by legislations or not.

Stakeholders consist from shareholders, employees, creditors, customers, suppliers, trade unions, non-governmental organizations and savers who consider to invest or to do business with the state and the company. In order to minimize the conflict of interests between company and the stakeholders or among the stakeholders, a balanced approach is adopted and their rights are considered independently.

The company develops mechanisms and models, without blocking company activities, for participation of stakeholders to company management.

The members of the Board of Directors and Managers avoid from disposals that will inflict loss on the stakeholders or reduce assets. They manage the business based on coherent balance between the company and stakeholders benefits.

The company holds meetings in order to exchange ideas with stakeholders. The outcome of the meetings is used to shape the company decisions and policies to provide more effective, efficient, better quality products and services.

We do not discriminate on the ground of ethnic, language, religion, gender, color or political opinion when hiring personnel. Our only criterion is to find people who can share the sense of ‘us’ which GÜBRETAŞ adopts, who take responsibility, have business ethics, are idealist, are captious, are suitable for team work, who can renew and improve him or herself, have analytical thinking.

We do evaluate people according to their productivity, their adoption to the corporate culture and objective success criteria. When we encounter the lack of knowledge and experience among our employees after applying professional methods and techniques, we provide all necessary activities to develop their skills and education.

We encourage personnel who demonstrate development horizontally and vertically, reward them materially and spiritually.

We give importance to exchanging ideas with personnel and trade union representatives when taking decisions on personnel.

We prepare social and physical place that our personnel can realize their duties at highest level by meeting requirements of all their material and spiritual needs.

Our human resources policy in Gübretaş is based on five fundamental principles:

- Equality
- Participative management and transparency
- Continuous improvement of working conditions
- Productivity-based fees
- Respecting Human Rights

Gübretaş takes all the necessary steps for customer satisfaction in marketing and sales of goods and services. In this respect;

The company meets customer orders of the product and service swiftly and informs the customers if any delays would occur.

The company conforms to quality standards on goods and services and takes a special care of keeping standards. A specified guarantee is provided for this purpose. Goods and services those under standards are compensated and indemnified.

The company takes care of information privacy about customers and suppliers under commercial privacy.

The company takes all the necessary measures to prevent unfair business gain between suppliers and the customers and establish good relations and accord agreement conditions between contracting parties.

Scholarships:

GÜBRETAŞ provides scholarship for 81 agriculture faculty students from 25 different universities with agriculture faculties all across Turkey.

Establishing a Foundation:

Our company as a founder has donated 200.000 TL to Tarım Kredi Kooperatifleri Eğitim, Kültür ve Sağlık Vakfı (The Agriculture Credit Cooperatives Education, Culture and Health Foundation), which was established under the guidance of Tarım Kredi Kooperatifleri Merkez Birliği. Foundation’s establishment asset is 830.000 TRL.

The Foundation’s objective is to make activities for the public weals on every level of education, instruction, culture and health topics to provide create rising generation particularly who internalize Republic, Democracy, Secularism and Fundemantal Human Rights, Joint and Universal Values of Contemporary Civilization, Scientific and Rational Thought and make them their way of life and are intellectual, cultural, dominates technology and able to produce technology and use it in favour public and has self confidence, high business ethic and business discipline and also generative, creative, entrepreneur and has initiative and ready to keep up with era and international level competition and full of with joy of living and by this way growing beneficial person to our counTRL and all humanity, in addition to in line with lifelong education approach contributing to improvement of people for every age and level in terms of knowledge and culture, struggling for being healthier, more generative and creative and to implement this aim build and running in every level of kindergarden, primaryschool, high school, vocational highschool, university, postgraduate education, plant of sport and culture, research and implementation center and health institutions.

Training:

Our training activities aimed at supporting knowledgeable agriculture continued in 2010, too. Under the framework of a training project called: “Conscious Farmer Earns” in cooperation with the university agriculture departments, seminars targeting agricultural engineers and farmers were organized in seven cities with intensive agricultural activities. Company’s Regional Sales Directorates informed farmers in all aspects of agriculture in seminar meetings organized in cooperation with Agriculture Credit Cooperatives. Specialist agricultural engineers enlightened farmers in these meetings on conscious choice of fertilizers and application methods and soil analysis.

In the company; Board of Directors are voted under the Articles of Association and Turkish Trade acts framework at the shareholders’ meeting. They fulfill their duties under the Turkish Trade Laws and Capital Market Board acts. Available members of Board of Directors are:

Name	Mission	Corporation
Abdullah KUTLU	Chairman	T.T.K.K.M.B / General Manager
Necdet DİRİK	Vice Chairman	T.T.K.K.M.B / Head of Division
Hamdi GÖNÜLLÜ	Member	T.T.K.K.M.B / Head of Division
Dr. Erol DEMİR	Member	T.T.K.K.M.B / Head of Division
Yusuf YEŞİL	Member	T.T.K.K.M.B / Manager
Osman BALTA	Member	GÜBRETAŞ / General Manager

Even though we have no rule or regulations about the qualifications of Board of Directors in the articles of association, they have qualifications that mentioned in the IV. Section of Capital Market Boards corporate governance principles and Turkish Trade Code principles.

Vision of Gübre Fabrikaları T.A.Ş. is:

Encouraged by the company’s origin and past; to become leader in Turkey, a trademark in the world, and a giant Gübre Fabrikaları T.A.Ş..

To be a company that benefits from contemporary technological changes as much as possible, grounding on quality consciousness, efficient resource management, continuous improvement, productivity and customer oriented management; to be a leading company for Turkish agriculture by creating synergy together with the academic world, relevant institutions and Agriculture Credit Cooperatives.

To become the leading company that can drive its sector with its infrastructure and well known trademark name “Gübretaş”; to attain global competitive power with its production technology.

To adopt the motto of ‘Human First’, to be a company which provides physical and social facilities to its workers, both spiritual and material, keeps environment consciousness and human health foreground, supports social projects.

To be a company which provides to customers different possibilities and alternatives in agriculture sector, to provide product variety, information bank and accredited laboratories for the need of farmers, to emphasize R & D works by following up the modern developments in the world.

Mission of Gübre Fabrikaları T.A.Ş. is:

To expand the goods, services and infrastructure quality that will boost corporate reputation and trademark,,

Encouraged by the company’s origin and past, to make manufacturing and procuring of chemical fertilizer with best quality at our wellequipped factories with our expert staff and managements, creating the best marketing and distribution network to our customers,

To keep market advantage and preserving sustainable growth trend in accordance with “highest quality, reasonable cost” approach.

To emphasize advertisement and public relations works by establishing communication channels and bridges between Gübretaş Public and Farmers and to do image development activities convenient to Gübretaş’ corporate structure and spread them in and outside the company,

To reach the quality that could compete with the world in sense of productivity, efficiency and the world standards, procuring its raw material needs itself, efficient resource management, having production and infrastructure establishments within the counTRL and abroad and adopting relevant policies.

To be a company that measures its success with the customer satisfaction who could find a fast and best quality solutions to the needs of the customers,

We have Internal Control Department directly tied to General Directorate that inspects company activities periodically and submits Inspection Reports to General Directorate. Also we have Risk Monitoring and Financial Control Unit under Finance Directorate.

Authority and responsibilities of the Members of the Board (of) Directors have been defined in the articles of association. Also Turkish Trade Law and then Capital Market Board and related legislations determine responsibilities of the Members of the Board Directors.

Board meetings and quorum are held in accordance with legislations of Turkish Trade Law. We have established a department under Gene ral Manager to conduct activities related to Board Meetings and Members of the Board Directors. Departments prepare proposals and get approval of General Manager and forward them to related department when they need to pass a resolution. Agenda has been prepared by these proposals and has been sent with Board Meetings invitation to Head of Board of Directors. Invitation after being signed by Head of Board of Directors and Agenda is sent to members of Board of Directors. Resolutions are sent to related departments after Board Meetings. 12 Board Meetings have been done within year. There are no weighted voting rights and negative veto rights of the members. Principally the members participate for each Board Meetings. Board of Directors meets regularly in accordance with articles of association every month and they meet when the need arise. Also members of board of auditors sometimes participate in Board Meetings.

Although exceptional situations are identified in articles 334 and 335of the Turkish Trade Law for the members of Board of Directors; de facto situation which causes conflict of interest and violations of those clauses has not happened.

Activities of the company are carried out within the framework of ethical rules which are prepared by Board of Directors that mentioned below and announced to the employees.

- Deep respect to human and consciousness of “human first”
- Customer oriented thinking and working
- Continuous improvement, systematical and logical thinking,
- Having a free atmosphere where opinions are expressed freely,
- Equality at management, transparency, accountability and responsibility
- Merging high ethical and moral values with the corporate identity,
- Service without discrimination on religious, language, race and gender,
- Forming a corporate and corporate culture that is remembered with the word of ‘Trust’.

Board of Directors has established an audit committee and corporate governance committee in order to fulfill its tasks and responsibilities thoroughly, regarding with the company’s formation and requirements. Both committees consist of two members and they execute their activities according to notifications of Capital Markets Board.

Attendance fees and travel allowances that will be paid during the year for the members of the Board of Directors have been determined at the shareholders’ meeting. Also any charges such as credit or lend have not been paid to the members of the Board of Directors.