Pursuant to the provisions of the Turkish Commercial Code, the Capital Markets Board’s (CMB) Corporate Governance Communiqué, and the Communiqué on Dividend Distribution Numbered II- 19.1 and other CMB Legislations, Tax Legislation and other relevant legislations, and the provision of Article 25 of our Articles of Association pertaining to dividend distribution, the Company’s “Dividend Distribution Policy” was determined as follows:
1) In order to ensure that our partners achieve dividends regularly, in addition to return on shares, concerning the profits related to 2014 and the following years, at least 20% of the distributable profit is distributed annually within the framework of Article 25 of the Company’s Articles of Association, provided that it doesn’t conflict with existing regulations of the Capital Markets Board, and there aren’t any negative economic conditions, and taking into consideration the Company’s anticipated investment expenditures and other funds needed.
Within the framework of the provision of sub-paragraph (c) of Article 25 of the Articles of Association and the Company’s “Remuneration Policy for the Members of the Board of Directors and Senior Executives”, it will be possible to pay dividends to the Members of the Board of Directors depending on the General Assembly decision.
The entire amount of the dividend planned to be distributed, may be distributed only if it can be met from net distributable profits and other resources existing in statutory records.
2) There are no privileged shares in the Company. The dividends to be distributed to the shareholders are distributed equally to all of the existing shares in proportion to their share, as of the distribution date, regardless of their dates of issue and acquisition.
3) Dividend can be distributed in cash or by bonus shares or partially in cash and partially by bonus shares.
4) The dividend distribution date is determined by the General Assembly in accordance with the proposal of the Board of Directors provided that it is not contrary to the Capital Markets Board legislation, and starting no later than the end of the fiscal year of the General Assembly in which the distribution decision was taken.
5) Distributable dividend can be paid in equal or varying installments. The number of installments shall be determined by the General Assembly or by the Board of Directors, provided that it is expressly authorized by the General Assembly. In the event that the installment payment dates are determined by the Board of Directors, the payment dates shall be disclosed to the public, in the framework of the Capital Markets Board’s regulations on material disclosures, within fifteen days following the date of the General Assembly.
6) Dividend advance payments may be distributed to the shareholders provided that such payments are in compliance with the relevant Capital Markets Board Legislation.
7) This “Dividend Distribution Policy” may be revised annually, taking into account the Company’s financial performance, anticipated investment projects, and sectoral and economic conditions.