Dividend Policy
Company dividend policy is
determined according to the Turkish Law of Commerce, the CMB's legislation and its
regulations and decisions, the tax laws, other relevant legislation, and the Company's
articles of association.
1- Article 27 of the Holding's Articles of
Association reads as follows:
The net profit of the Holding which is reflected in the balance sheet as
the sum remaining after the deduction of general expenses and depreciation which should
be paid and set aside by the Holding as well as all taxes payable and losses of previous
years (if any) from the revenue calculated at the end of the operating term shall be
distributed as follows. The distribution of the net profit should be in accordance with
the Capital Market Law and the announcements of the Capital Market Board.
General Legal Reserves:
a) 5% is set aside as legal reserve.
First Dividend:
b) From the remaining amount, and over the sum that should be calculated
by adding any donations made during the year, first dividend in the ratio of at least
30% and not below the ratio and sum stipulated by the CMB is set aside.
c) A maximum of 3% of the remaining amount is allocated to the Tekfen
Egitim Saglik Kültür Sanat ve Dogal Varliklari Koruma Vakfi Foundation which
has a redeemed share.
d) After the above deductions are made, the AGM may decide to distribute
profits not exceeding 2% to the members of the Board of Directors (in accordance with
the ratios and principles to be deemed appropriate by the Board of Directors).
Second Dividend:
e) The General Assembly is authorized to distribute wholly or partially
the amount of the net profit remaining after the deduction of the amounts specified in
(a), (b), (c) and (d) as second dividend or, if desired, allocate it as extraordinary
reserve fund.
General Legal Reserve:
f) Sub-paragraph (c) of paragraph 2 and paragraph 3 of the Article 519 of
the Turkish Commercial Code does not apply for the Holding.
g) No decision can be made to set aside any legal reserve, to carry over
profits to the next year or to distribute profit to founder of dividend shares and
common redeemed shares owners or board members and employees, workers and laborers of
the Holding, charitable foundations founded for different purposes and
person/institutions with similar qualifications unless the reserves stipulated in
applicable legislation are set aside and first dividend is distributed to the
shareholders as mentioned in the Articles of Association in cash and/or in the form of
share certificates.
h) Dividend is distributed equally to all shares existing as of the
accounting period regardless of issuance and acquisition date thereof.
Data and method of distribution of profit is determined by the General
Assembly upon proposal of the Board of Directors in accordance with the Capital Market
Law and the provisions of the Turkish Commercial Code.
2- The place and date of dividend payments are set
in accordance with Capital Market Board Regulations.
3- Within the framework of Article 28 of the
Company's Articles of Association, if the Company General Assembly so authorizes the
Board, interim dividend payments may be made (for that specific year only). The Capital
Markets Law is taken into account during this process.