Board of Directors’ Call to the Annual General Meeting of Shareholders

Annual General Meeting of  Shareholders, in order to to come to a decision on the agenda stipulated below, will be held on 26th March 2007, Monday at 11:00, at İŞ Sanat, İŞ Towers, 4 Levent İstanbul  

Those who may possess at least one share of stock registered in their own name may participate in general meetings either personally or through a proxy.

Shareholders who intend to participate in the general meeting personally or by sending a proxy must submit the following documents as appropriate;

• Custody statements of the shares they own
• In the case of shareholders who are corporate entities, documents authorizing an individual to represent them

 and obtain an entry pass at the Company’s headquarter or complete the sample of  the power of attorney  found below before the close of business hours at least one week before the date of the meeting. Our shareholders may secure the sample of the proxy statement from our Company web site www.isgyo.com

In the case of shareholders whose shares are held in the investor account by Central Registry Agency and who are willing to participate in general meetings must register themselves in
‘General Meeting Custody List’ of Central Registry Agency Co.(Merkezi Kayıt Kuruluşu A.Ş.) We declare to our shareholders that; No legally possibility for shareholders who have not registered themselves in ‘General Meeting Custody List’ of Central Registry Agency Co. (Merkezi Kayıt Kuruluşu A.Ş.) to participate in the general meeting.

Report by the Board of Directors, Report by the Audit Board and Statutory Auditors’ Report of 2006; Balance Sheet, Income Statement and Board of Directors Recommendation Concerning the Distribution of 2006 Year Profit  are available as of the declaration date for the inspection of our shareholders at the Company’s headquarter and www.isgyo.com

We request our shareholders to participate in the general meeting on the day and at the time mentioned above.

Company headquarter: İŞ Towers Kule II 9th floor 34330 4 Levent İstanbul

 Annual General Meeting of Shareholders Agenda

1. Opening, formation of the chairing council and authorization of the council members to sign the minutes of the meeting.

2. Reading, deliberation, and approval of the Board of Directors’ report; the statutory auditors’ report, and the balance sheet and profit & loss statement for 2006.

3. Individual acquittal of each of the members of the Board of Directors and the statutory auditors of their fiduciary responsibilities for 2006.

4. Deliberation and decision on the Board of Directors’ proposal concerning the distribution of 2006 profits.

5. Approval, pursuant to Capital Market Board Communiqué IV: 27, to transfer the amount of YTL 691,614,10 YTL that was booked as a special reserve for unrealized capital gains to the “Prior-year profits” account since they were realized in 2006.

6. Presentation of information to the general assembly of shareholders on the grants and donations made in 2006.

7. Submission, for approval by the general assembly of shareholders pursuant to article 24 of the CMB Communiqué X:16, of the independent auditors chosen by the Board of Directors for one-year terms of office.

8. Election of Board of Directors members and of statutory auditors pursuant to articles 11 and 19 of the articles of incorporation.

9. Determination of the fees to be paid to members of the Board of Directors and to the statutory auditors.

10. Petitions and suggestions.

Below, information is given about the scope of Proxy Form which will be arranged in Turkish.:

      A.SCOPE of LETTER of ATTORNEY

1. Proxy is entitled to vote in the accordance with his view for all the articles of the agenda
2. Proxy is entitled to vote in the accordance with the instructions below  for the articles of association.

Instructions: Special instructions are written.
c.   Proxy is entitled to vote in accordance with the suggestions of the Company Management
d.  In the other circumstances that may arise in the meeting, proxy is entitled to vote in accordance with the instructions below.
(In case of no instruction, proxy votes freely)
Instructions: Special instructions are written.

B. SHAREHOLDER’S  SHARE’S:
a. Formatin and series
b. Number
c.Number of shares-Nominal Value
d. If there is any voting privilege
e. Whether issued to the bearer or  name

NAME AND SURNAME of SHAREHOLDER or TITLE
SIGNATURE:
ADDRESS:

NOTE: In the part (A), one of the choices, mentioned as (a), (b) or (c), must be selected. For the choices (b) and (d) an explanation must be made.