Corporate Management

DIVIDEND POLICY

Our Company's dividend policy has been prepared on the basis of the Capital Markets Board's Communiqué on Dividends Serial: II No: 19.1, which entered into force after being published in the Official Gazette dated 23.01.2014 and numbered 28891.

In case there is an annual profit, our shareholders decide whether or not to distribute the annual profit based on the proposal of the Board of Directors within the framework of the Turkish Commercial Code, Capital Markets legislation and Capital Markets Board practices and resolutions.

The Board of Directors' proposal for dividend distribution is announced to the public within the framework of the Board's regulations on public disclosure of material events and the dividend distribution table, the form and content of which are determined by the Board.

The issues regarding dividend distribution are set forth in Article 23 of our Articles of Association as follows.

The net profit for the period as shown in the annual balance sheet, which remains after deducting the amounts that must be paid and set aside by the Company, including general expenses of the Company and miscellaneous depreciation, and the taxes that must be paid by the Company, from the revenues determined at the end of the activity period of the Company, shall be distributed as follows, after deducting the losses of previous years, if any.

General Legal Reserves:
a. 5% is set aside as legal reserves.

First dividend:
b. A first dividend is allocated from the remaining amount to be found by adding the amount of donations made during the year, if any, in accordance with the Turkish Commercial Code and Capital Markets Legislation.

After the above deductions are made,

c. A dividend of 5% shall be set aside for the holders of redeemed shares.

d. Up to 5% of the amount remaining after the above deductions may be set aside as dividend to the members of the Board of Directors, managers and officers of the Company at the discretion of the General Assembly. The distribution of the dividend determined for the members of the Board of Directors among the members shall be determined by the General Assembly in accordance with the Capital Markets legislation.

e. Up to 5% is set aside for foundations to be established and for educational, health and cultural aids.

Second Dividend:
f. The General Assembly is authorized to distribute the amount remaining after deducting the amounts mentioned in the paragraphs above from the net profit for the period, in whole or in part, to the shareholders in proportion to their shares as second dividend or to set aside as voluntary reserves in accordance with Article 521 of the Turkish Commercial Code.

g. One tenth of the amount found after deducting 5% dividend from the amount decided to be distributed to the shareholders and other persons participating in the profit shall be added to the general legal reserve fund in accordance with paragraph 2 of Article 519 of the Turkish Commercial Code.

Unless the reserves required to be set aside by law are set aside, and unless the dividend determined for the shareholders in the Articles of Association is distributed in cash and/or in the form of share certificates, it cannot be decided to set aside other reserves, to transfer profit to the following year and to distribute dividends to the holders of redeemed shares, members of the Board of Directors, officers, employees and workers, foundations established for various purposes and such persons and/or institutions.

In accordance with the provisions of the Capital Markets Law and provided that the principles of the Capital Markets legislation are complied with, advance dividends may be distributed. The offsetting of the distributed advance dividend is also made in accordance with the provisions of the relevant legislation.

Dividends are distributed equally to all existing shares as of the date of distribution, regardless of their issue and acquisition dates.

The method and time of distribution of the dividends decided to be distributed shall be determined by the General Assembly upon the proposal of the Board of Directors on this matter.

According to the provisions of the Articles of Association, the dividend distribution resolution passed by the General Assembly cannot be revoked.

In the event that it is resolved to distribute dividends, the dividends shall be paid in cash to the entitled persons and the time of distribution shall be determined by the Board of Directors to be the end of the accounting period in which the general assembly meeting at which the distribution decision is made is held at the latest.