At the meeting of Deva Holding A.Ş.’s board of directors was made at the date of 24.05.2007, in the Gebze Industrial zone, all rights and obligations relating to 1 block 111 parcels and 266 blocks, 1 parcel, 62.983m2 and 49.108m2 parcels, land, substructure, contribution share and appreciation decided to sale to the Gebze Industrial zone with the equivalent of 20.501.443,90 USD+VAT by a unanimous vote.
Valuation report was prepared by Ekol Gayrimenkul Değerleme ve Danışmanlık A.Ş. For the 62.983 m2 parcels, the determined value is 8.817.000 YTL according to the report dated 05.10.2005; In addition, for the 49.108 m2 parcels, the determined value is 6.875.000 YTL according to the report dated 02.02.2006.
The valuation of the sale profit will be determined in the future, necessary explanations relating to development will be made.

 

The real estate which is 3.727 m² on the total, located in Bağcılar, İstanbul with 19 pafta, 202,214, 215, 216, 217, 218, 219, 220, 236, 237, 238, 239, 240 and 241 parcels, purchased with the price of 1.900.000 YTL from T. Vakıflar Bankası T.A.O. and registration made at the deed office. The price was paid in cash.
 

At the writing which sent by EastPharma S.a.r.l, with the share purchasing aggrement signed by EastPharma S.a.r.l., 96% of Saba İlaç Sanayi ve Ticaret A.Ş. (Saba)’s shares took over by EastPharma S.a.r.l. and this agreement’s expiration date specified as 10 May 2007.
 

The decisions which are made at the meeting of our company’s board of management dated 27.03.2007 are bellows.
1-Company’s 2006 activity term, according to the prepared consolidated financial statements, in accordance with CMB’s series:XI, no:25 numbered bulletin authority presented to general assembly about closing with the loss of 45.895.499 TRY and  distribution of profit share is not possible    
2-For the two years new terms, Philipp Daniel Haas, Baki Taşkıran, Umur Südekan, Ender Öztaş and Mediha Petek Kutucuoğlu were elected by a unanimous vote as board of management members.
3- For the two years new terms, Toygar Dincer and Kemal Altuğ Özgün were elected by a unanimous vote as company auditors.
4-500 TRY payment to each of the board of management members for sessional expense allowance and 250 TRY payment to each of the auditors were decided by a unanimous vote
5- General assembly   decided to select DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as independent audit company by a unanimous vote.
6- Changing of the  company main agreement’s 9,10,13,16,27,37th items and canceling of the 11th item by a unanimous vote; in addition, changing of the 7th item decided by a unanimous vote in spite of Nilgün Çağlayan who has 25 shares and 25 votes is in the opposition according to pre-permission  of CMB’s 20.03.2007 dated  Series:B.02.1.SPK.0.13-480/6780 and industrial and trade Minister internal general trade administration’s  22.03.2007 dated series: B.14.O.İTG.0.10.00.01/401-01-387-28681-2068.

The amount of 14.498,13 TRY donations which arose from administration activity in 2006, is presented to shareholders, took a part at the general assembly meeting’s official report.
 

In Istanbul Küçükçekmece Halkalı Köyü Dereboyu area, 4 plates, and 4979 parcels.(ATV building in the past) exists 10.238,70 m2 unmovable real estate purchased with the equivalent of  25.000.000 YTL and the transferring process completed at the title deed. The complete equivalent paid in cash.
 

At the meeting of our company’s board of management for the owner of privileged share was made at the date of 25.04.2007, two of the Deva Holding Inc.’s board of management members, Ender Öztaş, represent EastPharma S.a.r.l and Umur Südekan represent Detaş Ambalaj ve Kimya Sanayi A.Ş elected by a large majority for the two years new term and this subject was decided to supply by a large majority of this matter to general assembly at the extraordinary general assembly meeting.

 

At the meeting of our company’s board of management was made at the date of 09.04.2007, dividend policy of company will be considered as, “CMB legislation, distributable profit which is calculated in the frame of other legal regulation s ad main agreement authority, make a profit distribute as a cash and/or share free of payment according to the company’s financial condition” and decided to present this subject to shareholders at the general assembly meeting.
 

At the register of title deed, the land which is own by our company, located in Cerkezkoy, Tekirdağ and industrial zone with the pafta no: 9/13 block no:251 parcel no:10 unmovable real estate sold to Depa İlaç Aktif Maddeleri Sanayi ve Pazarlama A.Ş. Its sale is completed with the price of 8.000.000 YTL. There is an agreement signed between Depa İlaç Aktif Maddeleri Sanayi ve Pazarlama A.Ş. and HG Mühendislik İnşaat Taahhüt Sanayi ve Ticaret A.Ş. about the land related to the building a plant.  Construction cost of the plant, which will have 16.278 m² closed area, is determined as 12.580.256 EURO+VAT. Also, there is an agreement signed between our affiliates Detaş   Ambalaj ve Kimya Sanayi A.Ş. and HG Mühendislik İnşaat Taahhüt Sanayi ve Ticaret A.Ş, for building a plant on the land of Detaş A.Ş which is located in Köseköy, İzmit with the equivalent of 4.332.334 EURO+VAT.

The equivalents will be covered from the related companies’ equities. The plants are planning to complete until the date of 31.12.2007.

 

Relating to the special circumstances explanations dated 08.12.2006, 09.02.2007 In the Gebze Industrial zone, all rights and obligations relating to 266 blocks, 2 parcel, 30.547m2 parcel, land, substructure, contribution share and appreciation paid to the Gebze Industrial zone with the equivalent of 5.684.797 USD+VAT, the sale is completed and at the date of 29.03.2007, it was inherited top our account. 3.380.190,79 TRY sale profit which is consist of the sale will be transfer to profit/loss account.

 

At the meeting of our company’s board of management was made at the date of 27.03.2007, Decided to sale of the land which is own by our company, located in Cerkezkoy, Tekirdağ and industrial zone with the pafta no: 9/13 block no: 251 parcel no: 10 to Depa İlaç Aktif Maddeleri Sanayi ve Pazarlama A.Ş with the price of 8.000.000 TRY, and 75% of the profit which will come from the sale, transferring to passive in the balance sheet and if needed added to the capital with the purpose of take benefit from 5520 numbered corporation tax’s exception authority, Depa İlaç Aktif Maddeleri Sanayi ve Pazarlama A.Ş is Deva Holding A.Ş’s one of its affiliates.
Valuation report was prepared by Ekol Gayrimenkul Değerleme ve Danışmanlık A.Ş for the real estate is subject to sale and according to the report dated 21.03.2007; the determined value is 7.967.000 TRY.
 

An addition to our 28.03.2007 dated explanation The land which is own by our company, located in Cerkezkoy, Tekirdağ and industrial zone with the pafta no: 9/13 block no:251 parcel no:10 unmovable real estate will be selling to Depa İlaç Aktif Maddeleri Sanayi ve Pazarlama A.Ş. the equivalent will be collecting in cash. 75% of 2.836.267, 46 TRY sale profit from this sale 2.127.200,60 TRY transfer to passive account and if needed added to the capital.
 

“A representative office has been set up in Tbilisi/Georgia in order to boost and promote sales of our pharmaceuticals.”
 

“Following resolutions were taken at the board meeting held on 6 March, 2007:
As per section 16 of the Articles of Association of Deva Holding, prior to the general shareholders’ meeting, holders of the privileged shares have to hold a special general shareholders’ meeting among themselves to ensure that the election of the two seats at the Board of Directors takes place. This year’s meeting shall be held on 25 April, 2007 Wednesday at 14:00 hr at the head Office (Büyükdere Cad. No:199/A, 4. Levent, İstanbul) accompanied by an officer from Istanbul Industry and Commerce Directorate and with the following agenda:

Agenda
1- Election of the Presidential Board;
2- Delegation to the Presidential Board to undersign the minutes of the general shareholders’ meeting,
3- Election of the two seats at the Board of Directors by the holders of the privileged shares as per sec. 16 of the Articles of Association,
4- Comments and Wishes.”
 
Lawsuit filed by Vural Buldu against Deva Holding and its subsidiaries claiming nullification of, for the time being, 1000 C class Deva shares, out of all C Class Deva shares held by Carlo Erba, Detaş, Sayat, Evma and Depa, each, and further, for the time being, 1 B class Deva share out of all B class Deva shares held by Evma, which was pending before Istanbul 6th Commercial Court of First Insantance under file no 2006/584 (after the merge of the original lawsuit commenced before Istanbul 12th Commercial Court of First Insantance under file no 2006/261, has been declared by the Court at the last hearing to have been abolished unless renewed by the claimant in due time. Grounds for the abolishment was claimant's failure to proceed with the litigation.
Lawsuit filed by Bülent Keler against Deva Holding and its subsidiaries claiming determination of the cross-participation in the share-capital and nullity thereof, which was pending before Istanbul 6th Commercial Court of First Insantance under file no 2006/584 (after the merge of the original lawsuit commenced before Istanbul 3rd Commercial Court of First Insantance under file no 2006/36), has been declared by the Court at the last hearing to have been abolished unless renewed by the claimant in due time. Grounds for the abolishment was claimant's failure to deposit the court fees.
75% of the sales profit (total sales profit being YTL 94,074,748.13.- generated from the transfer of title of ownership to the land by Deva Holding in Istanbul Şişli plots no.72,73 and 74 to Zorlu Gayrimenkul Geliştirme ve Yatırım A.Ş., which amounts to YTL 70,556,061.10.- will be kept under Reserves in the balance sheet and added to the share-capital if required.
The transfer of title of ownership to the land by Deva Holding in Istanbul Şişli plots no.72,73 and 74 to Zorlu Gayrimenkul Geliştirme ve Yatırım A.Ş. has been duly realized before the Land Registry in consideration of payment of a sum of USD 80,500,000.-. The remittence to our bank accounts of USD 1,000,000.- of the said amount had taken place earlier whilst remmittence of USD 79,500,000.- was realized on 15 Feb., 2007.
Announcement made in relation with that of 8 Dec.2006:
Transfer of the rights and obligations arising out of Deva Holding's rental right on the land ( Block no.266, Lot no. 2, 30.547 m2) within the Gebze Organized Industrial Zone ("GOSB") Expansion Area back to GOSB in consideration for a sum of USD 5,684,797.- inclusive of VAT, which comprises land participation, infrastructure costs, participatrion costs and the annuity cost accrued until then, is under way. Developments relating thereto shall be made known to the public."
Competition Board announced its decision as to the investigation carried out under no. 05-51/754-M dated 15 August 2005 by which Deva Holding is imposed a fine of YTL 385,196.17.-. The decision shall be appealed when Deva is officially served on the decision with its full reasoning.
The mortgages of 1st degree in the amount of USD 25.000.000 and of 2nd degree in the amount of USD 15.000.000 which were established in favour of Finansbank A.Ş. on the industrial plant and the land of our Company at Büyükdere Street, Şişli/İstanbul, have been released, whilst two mortgages in the amounts of USD 5.000.000.- and USD 15.000.000 are newly established in favour of Finansbak A.Ş. on İzmit premises of Deva Holding and on Zeytinburnu premises of Carlo Erba İlaç Sanayi ve Ticaret A.Ş., respectively.
At our board meeting of 30 Jan 2007, following resolution is taken: As per the Communique issued by the Capital Markets Board regarding independent auditing standards in capital markets, Mediha Petek Kutucuoğlu, a Board member, has been elected as the Committee Member Responsible for Audit, who shall take over her seat from Board Member Baki Taşkıran, who had been appointed earlier as the managing director.
The resolution of the Board meeting of Deva Holding held on 16 Jan. 2007 is as follows: The resignation of Pharm. Cengiz Celayir from his duties as the Board Member, Managing Director and CEO of our company as of 15 Jan. 2007 is hereby approved and in lieu of him Umur Südekan is assigned as the member of the Board who will perform his duty until the next general meeting of the company. The mentioned assignment shall be submitted to the approval of the general meeting as per sec.315/1 of Turkish Commercial Code. Baki Taşkıran is hereby assigned to the duties of managing director and CEO to act per procuration.
Pharm. Cengiz Celayir, one of the Board members of Deva Holding, has declared in his letter dated 15 Jan. 2007, which was submitted to the Chairman of the Board, that he has resigned from his duties as the Board Member, Managing Director and CEO as of 15 Jan.2007.
Carlo Erba, one of the subsidiaries of Deva Holding has sold its 2,458,951 Class C shares of Deva Holding to Karadeniz Yatcilik at YTL 8.65 per each C share amounting to YTL 21,269,926 in total and has purchased from Karadeniz Yatcilik 11 Class A and 5 Class B registered privileged shares of Deva Holding at YTL 1,849,130 per each A share and YTL 185,900 per each B share amounting to YTL 21,269,930 in total. Thus, the participation of Carlo Erba at Deva Holding’s
share capital has been reduced to 4.37%.
A distributorship agreement has been signed with Dr Scheffler from Germany regarding distribution of 8 OTC products within Turkey and the Turkic Republics.

Deva Holding Levent Land has been sold to Zorlu Real Estate Development and Investment Co. (“Zorlu”) on 13 December 2006, for US$ 80.5 million. Zorlu will make a down payment of US$ 1 million within five business days and the remaining US$ 79.5 million will be received on 15 February 2007.

“International Pharma has transferred its rights and obligations to purchase Deva Holding shares from Depa, which was granted by the SPA signed between International Pharma and Deva Holding’s subsidiaries on 14 July 2006, to East Pharma under a transfer agreement signed on 27 November 2006 between International Pharma, East Pharma and Depa.

Following the signing of transfer agreement, Depa has sold 5,899,535 Class C shares of Deva Holding to East Pharma at 8.10 YTL per each C share, under a Share Purchase Agreement signed on 27 November 2006 between Depa and East Pharma.”

Two law suits demanding the cancellation of Deva Holding shares held by its subsidiaries has been merged into one by Istanbul 6th Commercial Court and will be concluded as if they are one single case.

Three subsidiaries of Deva Holding (Carlo Erba, Depa and Sayat) agreed with Internal Pharma to extend the 4 month due diligence period which was stated in the share purchase agreement signed on July 12th, 2006 between International Pharma and those companies, for the sale of the remaining shares of Deva Holding held by those companies, since the mentioned due diligence could not be concluded yet. The extension will provide 2 additional months to International Pharma to conduct its due diligence.