1. Scope
This policy document contains the principles of determining the amount of dividend to be distributed within the framework of the provisions of the Capital Markets Legislation, the Turkish Commercial Code and the Company's Articles of Association and its distribution within the legal timeframes.
2. Duties and Authorities
The date and manner of distribution of the dividend to the beneficiaries is decided by the General Assembly upon the proposal of the Board of Directors in this regard, taking into account the relevant regulations of the Capital Markets Board. In this framework, the Board of Directors may decide whether to propose the distribution of profits together with the dividend amount, and the shareholders may accept or reject this proposal at the general assembly meeting.
3. Determination and Distribution of Profit
The dividend distribution policy of the company has been established in Articles 33 and 34 of the Company's Articles of Association, titled "Determination and Distribution of Profit" and "Reserve Funds", in accordance with the relevant provisions of the Turkish Commercial Code and the Capital Markets Board.
The fiscal profit which remains after deducting amounts which necessarily payable and to be set aside by the company such as general expenses and various depreciations as well as the statutory taxes payable by the company in its capacity as a legal entity from the amounts calculated at the end of the fiscal year, and which is shown on the annual balance sheet less losses of the previous year, if any, shall be distributed as follows in the order shown below.
General Legal Reserve Fund
a) 5% thereof is set aside as legal reserve,
First Dividend
b) From the remainder, the first dividend is allocated, in accordance with the Turkish Commercial Code and the capital market legislation, over the amount to be calculated by the addition of the donation, if any, made during the year.
c) After the above deductions are made, the General Assembly is entitled to decide upon distribution of the dividend to members of the Board of Directors, officials, servants and workers, foundations established for various purposes and to people and organizations with similar nature.
Second Dividend
d) After deducting the sums mentioned in paragraphs (a), (b) and (c) from the net fiscal profit, the General Assembly is entitled to distribute the remainder in part or in whole as second dividend or as reserve fund upon its own discretion in accordance with article 521 of the Turkish Commercial Code.
e) One-tenth of the amount calculated by deducting 5% of the paid up capital from the portion that was decided to be distributed to shareholders and the other persons holding a share in profit is added to the second legal reserve as per paragraph two, Article 519 of the Turkish Commercial Code.
Unless reserve funds required by the law provisions are set aside and as long as dividend specified in the articles of association for the shareholders is paid in cash and /or in the form of shares; no decision may be made to distribute further reserve fund, transfer profit to next year and distribute dividend to members of board of directors as well as officers, personnel and workers, to the foundations established with various purposes and such person and /or entities.
In accordance with the provisions of our Company's Articles of Association, there is no privilege in terms of the distribution of dividends. Dividends shall be equally distributed to the entirety of existing shares as of the accounting period without taking into consideration their issue and acquisition dates.
In regard to the distribution of the profit, a balanced and consistent policy between the interests of shareholders and the interests of the Company has been adopted in accordance with the Corporate Governance Principles, taking into account our medium and long-term Company strategy, investment and financing policies, sustainable growth rate, profitability and cash position, to propose to the approval of the General Assembly to distribute at least 10% of the distributable profit for the years 2021-2022, and Following the completion of the Istanbul International Financial Center Ziraat Towers Project, to distribute at least 30% of the distributable profit in the form of bonus shares or cash in 2023 and the following years.
In the event that the General Assembly decides to distribute dividends, the dividend distribution procedures will start at the latest as of the end of the fiscal period in which the general assembly meeting was held.
If the Board of Directors proposes not to distribute the profit to the General Assembly, information on the reasons for this and the way the undistributed profit will be used is presented to the shareholders at the General Assembly meeting, and they are included in the Company's annual report and disclosed to the public.
There is no provision regarding advance dividends in our Company's Articles of Association, and in this context, there will be no practice of dividend advance distribution.
4. Public Disclosure
The profit distribution decision becomes effective when approved at the General Assembly Meeting, and the decisions taken are announced to the public on the same day through the Public Disclosure Platform (KAP).
In case a change in the profit distribution policy is requested, the decision of the Board of Directors regarding this change and the reason for the change are announced to the public within the framework of the Capital Markets Board's regulations on public disclosure of material events.