Statement of Directors’ Responsibilities Including Report on Compliance with the Combined Code on Corporate Governance

Statement of Directors’ Responsibilities
The Directors are responsible for keeping proper accounting records of the Company and for preparing financial statements which comply with the requirements of Bermuda's Companies Act. The Directors have prepared the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs). International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s Framework for the preparation and presentation of financial statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards. A fair presentation also requires the Directors to:
• consistently select and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and
• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance. Financial statements are published on the Company’s website. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the financial statements contained therein.

Report on Compliance with the Combined Code on Corporate Governance Introduction
The principal governance rules applying to UK companies listed on the London Stock Exchange are contained in the Combined Code on Corporate Governance adopted by the Financial Reporting Council in July 2003 (the “Code”). As a company incorporated in Bermuda, although it is not required to comply with the Code, the Company intends to comply with certain of the provisions of the Code. In the interests of further transparency, the Company has also voluntarily prepared this Report which summarizes its approach by reference to each Principle and Provision of the Code.

Company’s approach
The Board is responsible to the Company’s shareholders for assessing and managing all kinds of risks to provide entrepreneurial leadership of the Company. The Board provides required internal controls and set the Company’s strategic aims in order to achieve Company’s objectives through properly set financial and human resources. The Board meets at least four times annually. Among the key matters on which the Board alone may make decisions are the Group’s business strategy, its annual budget, dividends, and major corporate activities. It is also responsible for reviewing the Company’s internal controls and governance system and for approving the Company’s Standards of Business Conduct. The Board delegates to the Senior Management Team responsibility for overseeing the implementation by the Group’s operating subsidiaries of the policies and strategy which it sets, and for creating the conditions for their successful day-to-day operation. The Board consists of Philipp Daniel Haas (Chairman), Baki Taşkıran* (Vice Chairman), Peter Baird, Mesut Çetin, John Coombe-Tenant (Members), Svenn Hoffman, Wolfgang Stoiber (Independent Members). The by-laws of the Company provide for the following committees: Audit, Nomination, and Remuneration. The Board has the authority to form any new committee or dispend any current committee. The audit committee is chaired by Sven Hoffmann, with John Coombe-Tennant as Vice Chairman and Wolfgang Stoiber as member.

* Baki Taşkıran resigned from his position as CEO and as a member of Board of Directorsas of 15 March 2008. Ömür Sedat Kaya, Director and Member of the Board of EastPharma, has been appointed as a member of Board of Directors. Philipp Daniel Haas will assume the responsibilities of CEO.

The nomination committee is chaired by Philipp D. Haas with Wolfgang Stoiber as Vice Chairman and Sven Hoffman as member.

The remuneration committee is chaired by Wolfgang Stoiber, with Sven Hoffman as Vice Chairman and Philipp D. Haas as member.

The roles of Chairman and Chief Executive are separate, with each having distinct and clearly defined responsibilities. The Chairman is responsible for leadership of the Board, ensuring its effectiveness and setting its agenda, and for ensuring that a clear business and financial strategy for the Group is formulated for recommendation to the Board. Once agreed by the Board as a whole, it is the Chief Executive’s responsibility to ensure delivery of the strategic and financial objectives. He is also responsible for representation of the Group externally.

The Board has seven Directors, of whom two are independent directors. The number of directors in the Company’s Board cannot exceed 10 (ten) according to the Company’s bylaws.
The Board considers that two of Directors are independent. Sven Hoffman and Wolfgang Stoiber are independent directors. The Code recommends that the board of directors of a listed company should include a balance of executive and non-executive directors (and in particular independent non-executive directors) such that no individual or small group of individuals can dominate the board of directors’ decision taking.

In particular, the Code states that at least half of the board of directors, excluding the chairman should comprise independent non-executive directors. The Code states that the board of directors should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment.

The valuation of the performance of the Board, its Committees and its individual Directors are subject to annual performance targets set by the remuneration committee being met. The compensation of the directors is determined by the shareholders at the annual general meetings. Other than this there is a separate Remuneration Committee. All Directors are subject to election by the shareholders at the first Annual General Meeting after their appointment. The compensation of the directors is determined by the shareholders at the annual general meeting. Currently each director is being paid a certain amount of annual remuneration which is paid in monthly installments. The amount of remuneration is reviewed annually by the remuneration committee. Subject to annual performance targets set by the remuneration committee being met, the directors may also be entitled to bonus payment.

It is the policy that a Chief Executive Officer's and Vice Chairman’s one year rolling contract incorporates a provision for a termination or compensation payment in lieu of notice. The notice period required to terminate the above-mentioned service agreement is 12 months from both parties. If the company terminates the above mentioned service agreement at a date earlier than foreseen than the Chief Executive Officer/Vice Chairman will be entitled to a certain amount of severance payment. The Board is responsible for the overall system of internal control for the Company and its subsidiaries and for reviewing the effectiveness of the system. It carries out such a review at least annually, covering all material controls including financial, operational and compliance controls and risk management systems, and reports to shareholders that it has done so.

The Board’s obligation to establish formal and transparent arrangements for considering how it should apply the financial reporting and internal control principles, and for maintaining an appropriate relationship with the Company’s external auditors, Deloitte Touche Tohmatsu, is met through the Audit Committee.

The Audit Committee is chaired by Sven Hoffman and comprises John Coombe-Tennant as Vice Chairman and Wolfgang Stoiber as a member.

The Audit Committee’s terms of reference are available from the Company Secretary. The Audit Committee considers and makes recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company’s external auditor. The Committee oversees the selection process for new auditors and if an auditor resigns the Committee investigates the issues leading to this and decides whether any action is required The Board maintains a dialogue with shareholders, directed towards ensuring a mutual understanding of objectives. Its primary contact with shareholders is through the Chief Executive and Finance Director, but the Chairman and Chief Operating Officer also maintain contact with major shareholders either through Investor Relations Manager or by themselves in order to understand their issues and concerns.

The concerns of some of the institutional shareholders are voiced by the board representatives elected by them; the other shareholders are represented by independent directors in the board. The Investor Relations Manager has a major role in maintaining relationships with current and potential shareholders.

The Annual General Meeting is the principal opportunity for the Board to meet a wide range of investors and for the Chairman to explain the Company’s progress and receive questions from its owners, the shareholders. The Annual General Meeting for 2006 took place on 14 March 2008. The Company may, in accordance with its Articles of Association and best practice, provide for the vote on each resolution to be by poll, using its Registrar’s electronic voting system, rather than by show of hands.

The Notice of Meeting identifies each resolution which is to be proposed at the Annual General Meeting, including in relation to the 2006 Report and Accounts. A separate resolution is proposed on each substantially different issue. The Chairman ensures that the number of shares in respect of which proxy appointments have been validly made, the number of votes for the resolution, the number of votes against the resolution, the number of shares in respect of which the vote was directed to be withheld.

All Directors including the Chairman of each Committee respectively Remuneration, Audit, Nomination Committee will attend the Annual General Meeting for 2006.
The Notice of Meeting and related papers are sent to shareholders at least 21 working days before the Annual General Meeting.